Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Entity Registrant Name | TLG ACQUISITION ONE CORP. |
Entity Central Index Key | 0001827871 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | Amendment No. 1 to FORM S-4 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash | $ 242,304 | $ 48,491 | $ 500 |
Prepaid expenses | 413,132 | 105,654 | |
Total current assets | 655,436 | 154,145 | 500 |
Investments held in Trust Account | 402,112,433 | 400,023,684 | |
Deferred offering costs | 318,261 | ||
Total Assets | 402,767,869 | 400,177,829 | 318,761 |
Current liabilities: | |||
Accounts payable | 167,288 | 48,917 | 750 |
Accrued expenses | 2,770,245 | 2,428,864 | 157,261 |
Working capital loan—related party | 2,820,000 | 920,000 | |
Income tax payable | 426,868 | ||
Franchise tax payable | 30,000 | 121,425 | 937 |
Note payable - related party | 138,142 | ||
Total current liabilities | 6,214,401 | 3,519,206 | 297,090 |
Derivative warrant liabilities | 1,000,000 | 10,600,000 | |
Deferred underwriting commissions | 14,000,000 | 14,000,000 | |
Total Liabilities | 21,214,401 | 28,119,206 | 297,090 |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption, $0.0001 par value; 40,000,000 shares at redemption value of approximately $10.04 and $10.00 per share as of September 30, 2022 and December 31, 2021 | 401,505,838 | 400,000,000 | |
Stockholders' Deficit: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021 | |||
Additional paid-in capital | 24,000 | ||
Accumulated deficit | (19,953,370) | (27,942,377) | (3,329) |
Total stockholders' deficit | (19,952,370) | (27,941,377) | 21,671 |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 402,767,869 | 400,177,829 | 318,761 |
Common Class A [Member] | |||
Current liabilities: | |||
Class A common stock subject to possible redemption, $0.0001 par value; 40,000,000 shares at redemption value of approximately $10.04 and $10.00 per share as of September 30, 2022 and December 31, 2021 | 401,505,838 | 400,000,000 | |
Stockholders' Deficit: | |||
Common stock value | 0 | 0 | |
Common Class F [Member] | |||
Stockholders' Deficit: | |||
Common stock value | $ 1,000 | $ 1,000 | $ 1,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 | 0 |
Common Class A [Member] | |||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 40,000,000 | 40,000,000 | 0 |
Temporary equity, redemption price per share | $ 10.04 | $ 10 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock shares issued | 0 | ||
Common stock shares outstanding | 0 | ||
Common Class F [Member] | |||
Temporary equity shares outstanding | 1,250,000 | 1,250,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock shares issued | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 |
Non Redeemable Common Stock [Member] | |||
Common stock shares issued | 0 | 0 | 0 |
Common stock shares outstanding | 0 | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
General and administrative expenses | $ 1,676,761 | $ 161,058 | $ 2,392 | $ 1,835,743 | $ 3,337,532 | $ 4,332,947 |
General and administrative expenses—related party | 21,000 | 22,000 | 0 | 62,500 | 57,000 | 78,000 |
Franchise tax expenses | 50,000 | 59,808 | 937 | 188,844 | 207,119 | 209,995 |
Loss from operations | (1,747,761) | (242,866) | (3,329) | (2,087,087) | (3,601,651) | (4,620,942) |
Offering costs associated with derivative warrant liabilities | 0 | (1,413,340) | (1,413,340) | |||
Change in fair value of derivative warrant liabilities | 600,000 | 4,933,340 | 0 | 9,600,000 | 20,800,000 | 23,933,330 |
Income from investments held in Trust Account | 1,808,010 | 6,145 | 0 | 2,408,800 | 16,098 | 23,684 |
Net icome before income taxes | 660,249 | 4,696,619 | (3,329) | 9,921,713 | 15,801,107 | 17,922,732 |
Income tax expense | (369,182) | 0 | (426,868) | 0 | ||
Net income (loss) | $ 291,067 | $ 4,696,619 | (3,329) | $ 9,494,845 | $ 15,801,107 | 17,922,732 |
Common Stock Subject To Possible Redemption [Member] | ||||||
Weighted average shares outstanding, Basic | 40,000,000 | 40,000,000 | 40,000,000 | 35,457,875 | ||
Common Class A [Member] | ||||||
Net income (loss) | $ 0 | $ 14,109,019 | ||||
Weighted average shares outstanding, Basic | 0 | 36,602,740 | ||||
Weighted average shares outstanding, Diluted | 0 | 36,602,740 | ||||
Basic net income per share | $ 0 | $ 0.39 | ||||
Diluted net income per share | $ 0 | $ 0.39 | ||||
Common Class A [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||
Weighted average shares outstanding, Basic | 40,000,000 | 40,000,000 | 40,000,000 | 35,457,875 | ||
Weighted average shares outstanding, Diluted | 40,000,000 | 40,000,000 | 40,000,000 | 35,457,875 | ||
Basic net income per share | $ 0.01 | $ 0.09 | $ 0.19 | $ 0.35 | ||
Diluted net income per share | $ 0.01 | $ 0.09 | $ 0.19 | $ 0.35 | ||
Common Class F [Member] | ||||||
Net income (loss) | $ (3,329) | $ 3,813,712 | ||||
Weighted average shares outstanding, Basic | 10,000,000 | 10,000,000 | 7,500,000 | 10,000,000 | 9,858,059 | 9,893,836 |
Weighted average shares outstanding, Diluted | 10,000,000 | 10,000,000 | 7,500,000 | 10,000,000 | 10,000,000 | 9,893,836 |
Basic net income per share | $ 0.01 | $ 0.09 | $ 0 | $ 0.19 | $ 0.35 | $ 0.39 |
Diluted net income per share | $ 0.01 | $ 0.09 | $ 0 | $ 0.19 | $ 0.35 | $ 0.39 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] | Common Class A [Member] Common Stock [Member] | Common Class F [Member] | Common Class F [Member] Common Stock [Member] |
Beginning balance at Oct. 01, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance (in shares) at Oct. 01, 2020 | 0 | 0 | |||||
Issuance of Class F common stock to Sponsor | 25,000 | 24,000 | 0 | $ 0 | $ 1,000 | ||
Issuance of Class F common stock to Sponsor (in shares) | 0 | 10,000,000 | |||||
Net income (loss) | (3,329) | 0 | (3,329) | $ 0 | $ (3,329) | ||
Ending balance at Dec. 31, 2020 | 21,671 | 24,000 | (3,329) | $ 0 | $ 1,000 | ||
Ending balance (in shares) at Dec. 31, 2020 | 0 | 10,000,000 | |||||
Net income (loss) | 11,072,129 | 0 | 11,072,129 | ||||
Increase in redemption value of Class A common stock subject to possible redemption | (45,885,780) | (24,000) | (45,861,780) | ||||
Ending balance at Mar. 31, 2021 | (34,791,980) | 0 | (34,792,980) | $ 0 | $ 1,000 | ||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 10,000,000 | |||||
Beginning balance at Dec. 31, 2020 | 21,671 | 24,000 | (3,329) | $ 0 | $ 1,000 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 10,000,000 | |||||
Net income (loss) | 15,801,107 | ||||||
Ending balance at Sep. 30, 2021 | (30,063,002) | 0 | (30,064,002) | $ 0 | $ 1,000 | ||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 10,000,000 | |||||
Beginning balance at Dec. 31, 2020 | 21,671 | 24,000 | (3,329) | $ 0 | $ 1,000 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 10,000,000 | |||||
Accretion of Class A common stock subject to possible redemption amount | (45,885,780) | (24,000) | (45,861,780) | (45,817,580) | |||
Net income (loss) | 17,922,732 | 17,922,732 | 14,109,019 | $ 3,813,712 | |||
Ending balance at Dec. 31, 2021 | (27,941,377) | 0 | (27,942,377) | $ 0 | $ 1,000 | ||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 10,000,000 | |||||
Beginning balance at Mar. 31, 2021 | (34,791,980) | 0 | (34,792,980) | $ 0 | $ 1,000 | ||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 10,000,000 | |||||
Net income (loss) | 32,359 | 0 | 32,359 | ||||
Ending balance at Jun. 30, 2021 | (34,759,621) | 0 | (34,760,621) | $ 0 | $ 1,000 | ||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 10,000,000 | |||||
Net income (loss) | 4,696,619 | 0 | 4,696,619 | ||||
Ending balance at Sep. 30, 2021 | (30,063,002) | 0 | (30,064,002) | $ 0 | $ 1,000 | ||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 10,000,000 | |||||
Beginning balance at Dec. 31, 2021 | (27,941,377) | 0 | (27,942,377) | $ 0 | $ 1,000 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 10,000,000 | |||||
Net income (loss) | 6,449,070 | 0 | 6,449,070 | ||||
Ending balance at Mar. 31, 2022 | (21,492,307) | 0 | (21,493,307) | $ 0 | $ 1,000 | ||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 10,000,000 | |||||
Beginning balance at Dec. 31, 2021 | (27,941,377) | 0 | (27,942,377) | $ 0 | $ 1,000 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 10,000,000 | |||||
Accretion of Class A common stock subject to possible redemption amount | $ (45,817,580) | ||||||
Net income (loss) | 9,494,845 | ||||||
Ending balance at Sep. 30, 2022 | (19,952,370) | 0 | (19,953,370) | $ 0 | $ 1,000 | ||
Ending balance (in shares) at Sep. 30, 2022 | 0 | 10,000,000 | |||||
Beginning balance at Mar. 31, 2022 | (21,492,307) | 0 | (21,493,307) | $ 0 | $ 1,000 | ||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 10,000,000 | |||||
Net income (loss) | 2,754,708 | 0 | 2,754,708 | ||||
Increase in redemption value of Class A common stock subject to possible redemption | (117,010) | (117,010) | |||||
Ending balance at Jun. 30, 2022 | (18,854,609) | 0 | (18,855,609) | $ 0 | $ 1,000 | ||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 10,000,000 | |||||
Net income (loss) | 291,067 | 0 | 291,067 | ||||
Increase in redemption value of Class A common stock subject to possible redemption | (1,388,828) | (1,388,828) | |||||
Ending balance at Sep. 30, 2022 | $ (19,952,370) | $ 0 | $ (19,953,370) | $ 0 | $ 1,000 | ||
Ending balance (in shares) at Sep. 30, 2022 | 0 | 10,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ (3,329) | $ 9,494,845 | $ 15,801,107 | $ 17,922,732 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
General and administrative expenses paid by related party under note payable | 2,392 | 0 | 1,530 | 1,530 |
Offering costs allocated to derivative warrant liabilities | 0 | 1,413,340 | 1,413,340 | |
Change in fair value of derivative warrant liabilities | 0 | (9,600,000) | (20,800,000) | (23,933,330) |
Income from investments held in Trust Account | 0 | (2,408,800) | (16,098) | (23,684) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (307,478) | (365,391) | (105,654) | |
Accounts payable | 118,371 | 270,064 | 48,917 | |
Accrued expenses | 341,382 | 1,675,330 | 2,343,864 | |
Franchise tax payable | 937 | (91,425) | 147,448 | 120,488 |
Income tax payable | 426,868 | 0 | ||
Net cash used in operating activities | 0 | (2,026,237) | (1,872,670) | (2,211,797) |
Cash Flows from Investing Activities | ||||
Investment income released from Trust Account to pay for taxes | 320,050 | 0 | ||
Cash deposited in Trust Account | 0 | (400,000,000) | (400,000,000) | |
Net cash provided by (used in) investing activities | 320,050 | (400,000,000) | (400,000,000) | |
Cash Flows from Financing Activities: | ||||
Repayment of note payable to related party | 500 | 0 | (192,312) | (192,312) |
Proceeds received from initial public offering, gross | 0 | 400,000,000 | 400,000,000 | |
Proceeds received from private placement | 0 | 10,000,000 | 10,000,000 | |
Working Capital Loan—related party | 1,900,000 | 570,000 | 920,000 | |
Offering costs paid | 0 | (8,467,900) | (8,467,900) | |
Net cash provided by financing activities | 500 | 1,900,000 | 401,909,788 | 402,259,788 |
Net change in cash | 500 | 193,813 | 37,118 | 47,991 |
Cash—beginning of the period | 48,491 | 500 | 500 | |
Cash—end of the period | 500 | 242,304 | 37,618 | 48,491 |
Supplemental disclosure of noncash activities: | ||||
Deferred offering costs included in accrued expenses | 0 | 85,000 | 85,000 | |
Deferred offering costs paid by related party under promissory note | 0 | 51,890 | 51,890 | |
Accounts payable paid through promissory note | 0 | 750 | 750 | |
Deferred underwriting commissions in connection with the initial public offering | $ 0 | $ 14,000,000 | 14,000,000 | |
Deferred offering costs paid in exchange for issuance of Class F common stock to Sponsor | 25,000 | 0 | ||
Deferred offering costs included in accounts payable | 750 | 0 | ||
Deferred offering costs included in accrued expenses | 157,261 | 0 | ||
Deferred offering costs included in note payable | $ 135,250 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | Note 1-Description TLG Acquisition One Corp. (the “Company”) is a blank check company incorporated in Delaware on October 2, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is TLG Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 27, 2021. On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions ( See Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,667 and 2,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and RBC Capital Markets, LLC, in its capacity as a purchaser of Private Placement Warrants (“RBC”), respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million ( See Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50 % or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The per Public Share). The per-share em their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5) . These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 , “Distinguishing Liabilities from Equity” (“ASC 480 ”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 . If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. RBC has also agreed to vote any Public Shares purchased after the Initial Public Offering for which it has voting control in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (as defined in Note 4) (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial months from the closing of the Initial Public Offering, or February 1, 2023, (as such period may be extended pursuant to a stockholder vote, the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem % of the Public Shares, at a per-share amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $ of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors of the Company (the “Board”), dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 . In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not appl y to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933 , as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. | Note 1-Description of TLG A As of December 31, 2021, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income The Company’s sponsor is TLG Acquisition Founder LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on January 27, 2021. On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,667 and 2,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and RBC Capital Markets, LLC, in its capacity as a purchaser of Private Placement Warrants (“RBC”), respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a Trust Account , days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if any, and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The C The per-share amount The holders of the Founder Shares (as defined in Note 4) (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business a per-share price, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $49,000 in its operating bank account and a working capital deficit of approximately $3.4 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor on behalf of the Company to cover certain offering costs in exchange for issuance of Founder Shares (as defined in Note 4), and a loan from the Sponsor of approximately $192,000 under the Note (as defined in Note 4). The Company repaid the Note in full upon consummation of the Private Placement. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account, and Working Capital Loans from affiliates. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (as defined in Note 4) as may be required. The Company has drawn $920,000 under such loans as of December 31, 2021. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 2-Basis Basis of Presentation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed consol idated financial statements should be read in conjuncti on with the Company’s Annual Report on Form 10-K 10-K Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary, Eagle Merger Corp., that was formed in connection with a potential Business Combination. All inter-company accounts and transactions are eliminated in consolidation. Liquidity and Going Concern As of September 30, 2022, the Company had approximately in its operating bank account and a working capital deficit of approximately $ million (excluding income and franchise taxes). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor on behalf of the Company to cover certain offering costs in exchange for issuance of Founder Shares (as defined in Note 4), and a loan from the Sponsor of approximately $192,000 under the Note (as defined in Note 4). The Company repaid the Note in full upon consummation of the Private Placement. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement, held outside of the Trust Account, and Working Capital Loan from affiliates. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Working Capital Loan (as defined in Note 4) as may be required. The Company has drawn approximately million and $0.9 million under such loans as of September 30, 2022 and December 31, 2021, respectively. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ . As of September 30, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The initial fair values of the Public Warrants and Private Placement Warrants have each been measured at fair value using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants have subsequently been determined using listed prices in an active market for such warrants. Derivative warrant liabilities are classified as non-current Working Capital Loan-Related Party The Company has elected the fair value option to account for borrowings under the Working Capital Loan with its affiliates that are subject to conversion, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each convertible tranche, when drawn, at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan-related party on the unaudited condensed consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December , 2021 , 40,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. Subsequent changes result from income and losses on investments held in the Trust Account that would be distributed to the Class A ordinary shareholders upon redemption. The change in the carrying value of redeemable shares of Class A common stock results in charges against additional paid-in Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2022 and December 31, 2021, the Company had gross deferred tax assets of , which are subject to a full valuation allowance. ASC prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The amounts were accrued for the payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. This presentation assumes a business combination as the most likely outcome. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an shares of Class A common stock in the calculation of diluted income per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three and nine months ended September 30, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For The Three Months Ended September 30, 2022 2021 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic $ 232,854 $ 58,213 $ 3,757,295 $ 939,324 Allocation of net income, diluted 232,854 58,213 3,757,295 939,324 Denominator: Basic weighted average common stock outstanding 40,000,000 10,000,000 40,000,000 10,000,000 Diluted weighted average common stock outstanding 40,000,000 10,000,000 40,000,000 10,000,000 Basic net income per common stock $ 0.01 $ 0.01 $ 0.09 $ 0.09 Diluted net income per common stock $ 0.01 $ 0.01 $ 0.09 $ 0.09 For The Nine Months Ended September 30, 2022 2021 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic $ 7,595,876 $ 1,898,969 $ 12,363,724 $ 3,437,383 Allocation of net income, diluted 7,595,876 1,898,969 12,325,118 3,475,989 Denominator: Basic weighted average common stock outstanding 40,000,000 10,000,000 35,457,875 9,858,059 Diluted weighted average common stock outstanding 40,000,000 10,000,000 35,457,875 10,000,000 Basic net income per common stock $ 0.19 $ 0.19 $ 0.35 $ 0.35 Diluted net income per common stock $ 0.19 $ 0.19 $ 0.35 $ 0.35 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Note 2 – Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and December 31, 2020, held outside of the Trust Account. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , “Derivatives and Hedging” (“ASC 815 ”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815 . Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The initial fair value of the Public Warrants and Private Placement Warrants have each been measured at fair value using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, while the Private Placement Warrants continue to be measured at fair value using a modified Black-Scholes option pricing model. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Working Capital Loan – Related Party The Company has elected the fair value option to account for borrowings under Working Capital Loans with its affiliates, as defined and more fully described in Note 4 . As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of working capital loan – related party on the statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 40,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets. There were no shares of Class A common stock issued or outstanding as of December 31, 2020. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740 , “Income Taxes” (“ASC 740 ”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31 , 2021 and December 31 , 2020 , the Company had deferred tax assets aggregating $1,572,412 and $700, which are subject to a full valuation allowance, respectively. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31 , 2021 and December 31 , 2020 . The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31 , 2021 and December 31 , 2020 . The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 20,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Year Ended December 31, 2021 Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income $ 14,109,019 $ 3,813,712 Denominator: Basic and diluted weighted average common stock outstanding 36,602,740 9,893,836 Basic and diluted net income per common stock $ 0.39 $ 0.39 For the Period From October 2, 2020 (inception) through December 31, 2020 Class A Class F Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ — $ (3,329 ) Denominator: Basic and diluted weighted average common stock outstanding 0 7,500,000 Basic and diluted net loss per common stock $ — $ (0.00 ) Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 2020-06”), 2020-06 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates if currently adopted would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Initial Public Offering | Note 3-Initial On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 Units, including 5,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). | Note 3—Initial Public Offering On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 Units, including 5,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third of |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4-Related Founder Shares On October 13, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in exchange for 8,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share (the “Founder Shares”). Subsequently, in October 2020, 431,250 Founder Shares were transferred to an affiliate of the Sponsor. In January 2021, the Sponsor transferred 40,000 Founder Shares to each of the independent directors at their original purchase price. On January 27, 2021, the Company effected a stock dividend of 0.15942029 of a share of Class F common stock for each outstanding share of Class F common stock, resulting in an aggregate of 10,000,000 shares of Class F common stock outstanding. The Initial Stockholders agreed to forfeit up to 1,250,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0 % of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 1, 2021; thus, these 1,250,000 Founder Shares are no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; (B) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading days after the initial Business Combination; and (C) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 and 2,000,000 Private Placement Warrants to the Sponsor and RBC, respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On October 13, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest under the Note and repaid the Note in full upon consummation of the Private Placement. As of September 30, 2022 and December 31, 2021, no further drawdowns are permitted. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor and the Company executed a non-interest-bearing (the “Working Capital Loan”). million under such loans as of September 30, 2022 and December 31, 2021, respectively. The Working Capital Loan has a conversion feature that is considered an embedded derivative, but the value is de minimis for up to value. Administrative Services Agreement The Company entered into an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay a total of $7,000 per month for office space, administrative and support services to such affiliate. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying these monthly fees. The Company incurred $21,000 and $21,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2022 and 2021, respectively. The Company incurred and $56,000 in general and administrative expenses related to the agreement, which is recognized in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2022 and 2021, respectively. As and $35,000 in accounts payable related to this agreement, respectively. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket out-of-pocket behalf. | Note 4—Related Party Transactions Founder Shares On October 13, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in exchange for 8,625,000 shares of the Company’s Class F common stock, par value $0.0001 per share (the “Founder Shares”). Subsequently, in October 2020, 431,250 Founder Shares were transferred to an affiliate of the Sponsor. In January 2021, the Sponsor transferred 40,000 Founder Shares to each of the independent directors at their original purchase price. On January 27, 2021, the Company effected a stock dividend of 0.15942029 of a share of Class F common stock for each outstanding share of Class F common stock, resulting in an aggregate of 10,000,000 shares of Class F common stock outstanding. The Initial Stockholders agreed to forfeit up to 1,250,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February 1, 2021; thus, these 1,250,000 Founder Shares are no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; (B) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 and 2,000,000 Private Placement Warrants to the Sponsor and RBC, respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor, RBC, or their permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On October 13, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, in May 2021, the Sponsor and the Company executed a non-interest-bearing Administrative Services Agreement The Company entered into an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay a total of $7,000 per month for office space, administrative and support services to such affiliate. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying these monthly fees. The Company incurred $78,000 and $0 in general and administrative expenses related to the agreement, which is recognized in the accompanying statement of operations for the year ended December 31, 2021 and for the period from October 2, 2020 (inception) through December 31, 2020, respectively. As of December, 2021 and December 30, 2020, there was $35,000 and $0 in accounts payable related to this agreement. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket expenses reasonable out-of-pocket expenses |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 5-Commitments Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loan, if any, had registration rights to require the Company to register a sale of any of the Company’s securities held by them (in the case of the Founder Shares, only after conversion to Class A common stock) pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, RBC may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on February 1, 2021. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Consulting Fees The Company has agreements with third party consultants to provide certain advisory services to the Company relating to the identification of and negotiations with potential Targets, assistance with due diligence, marketing, financial analyses and investor relations, pursuant to which the consultants have agreed to defer their fees and have payment of such fees to be solely contingent on the Company closing an initial Business Combination. As of September 30, 2022 and December 31, 2021, the Company has incurred approximately $284,000 and $0 in contingent fees pursuant to these agreements. The Company will recognize an expense for these services when the performance trigger is considered probable, which in this case will occur upon the closing of an initial Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed consolidated financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, had registration rights to require the Company to register a sale of any of the Company’s securities held by them (in the case of the Founder Shares, only after conversion to Class A common stock) pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, RBC may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Co a 45-day option from the date of Initial Public Offering to purchase up to additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriter exercised its over-allotment option in full on February , . The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14.0 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | ||
Class A Common Stock Subject to Possible Redemption | Note 6-Class The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September shares of Class A common stock outstanding, all of which were subject to possible redemption. The Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units is recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330 ) Offering costs allocated to Class A common stock subject to possible redemption (21,284,250 ) Plus: Accretion on Class A common stock subject to possible redemption 45,817,580 Class A common stock subject to possible redemption as of December 31, 2021 400,000,000 Increase in redemption value of Class A common stock subject to possible redemption 1,505,838 Class A common stock subject to possible redemption as of September 30, $ 401,505,838 | Note 6 - Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021, there were 40,000,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. The Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330 ) Offering costs allocated to Class A common stock subject to possible redemption (21,284,250 ) Plus: Accretion on Class A common stock subject to possible redemption amount 45,817,580 Class A common stock subject to possible redemption $ 400,000,000 |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Deficit | Note 7-Stockholders’ Preferred Stock shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board. As of September 30, 2022 and December 31, 2021, there shares of preferred stock issued or outstanding. Class A Common Stock shares of Class A common stock with a par value of $0.0001 per share. As of September , 2022 and December 31 , 2021 , there were 40,000,000 shares of Class A common stock issued and outstanding. All shares subject to possible redemption have been classified as temporary equity (see Note 6) . Class F Common Stock to issue shares of Class F common stock with a par value of $ per share. As of September , and December , , there were shares of Class F common stock outstanding, after giving retrospective application of the stock dividend as discussed in Note . Of the shares of Class F common stock initially issued, up to shares of Class F common stock were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Stockholders would collectively own % of the Company’s issued and outstanding common stock after the Initial Public Offering. The underwriter exercised its over-allotment option in full on February , ; thus, these shares of Class F common stock are no longer subject to forfeiture. The Amended and Restated Certificate of Incorporation provides that, prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the election of directors during such time. These provisions of the Amended and Restated Certificate of Incorporation may only be amended if approved by holders of at least 90 % of the outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or the applicable rules of the New York Stock Exchange then in effect, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. The Class F common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one of the initial Business Combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in the aggregate, on an as-converted % of the sum of the total number of shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. | Note 7—Stockholders’ Equity (Deficit) Preferred Stock Class A Common Stock Class F Common Stock The amended and restated certificate of incorporation will provide that, prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the election of directors during such time. These provisions of the amended and restated certificate of incorporation may only be amended if approved by holders of at least 90% of the outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or the applicable rules of the NYSE then in effect, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. The Class F common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrant Liability Disclosure [Abstract] | ||
Warrants | Note 8-Warrants As of September , 2022 and December 31 , 2021 , the Company had an aggregate of 20,000,000 warrants outstanding, comprised of 13,333,333 Public Warrants and 6,666,667 Private Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section (a) of the Securities Act or another exemption. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Board, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to % of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Redemption of warrants for Class A common stock: Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day The trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 8—Warrants As of December 31, 2021 and December 31, 2020, the Company had 13,333,333 and zero Public Warrants and 6,666,667 and zero Private Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the board of directors, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, RBC or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, RBC or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Redemption of warrants for Class A common stock: Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period The “fair market value” of Class A common stock for the above purpose shall mean the average last reported sale price of Class A common stock for the trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 9-Fair The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2022: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account-Money market fund $ 402,112,433 $ — $ — Liabilities: Derivative warrant liabilities-Public warrants $ 666,670 — — Derivative warrant liabilities-Private placement warrants $ — $ 333,330 $ Working Capital Loan-related party $ — $ — $ 2,820,000 December 31, 2021: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account-Money market fund $ 400,023,684 $ — $ — Liabilities: Derivative warrant liabilities-Public warrants $ 6,933,330 — — Derivative warrant liabilities-Private placement warrants $ — $ — $ 3,666,670 Working Capital Loan-related party $ — $ — $ 920,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 to a Level 2 on January 1, 2022, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. There were no other transfers between levels of the hierarchy for the three and nine months ended September 30, 2022 and the year ended December 31, 2021. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. Level 1 liabilities include Public Warrants which are recognized at fair value based on the listed price in an active market for such warrants. The fair value of the Public Warrants and Private Placement Warrants was initially measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants has subsequently been determined using listed prices in an active market for such warrants. The estimated fair value of the Private Placement Warrants, prior to being a Level 2 measurement, is determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical volatility of select peer companies’ common shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The first $1.5 million in outstanding principal of the Working Capital Loan may be converted, at the lender’s option, into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. The Company has elected the fair value option to account for the borrowings under the Working Capital Loan that are subject to conversion. The fair value of the convertible portion of the Working Capital Loan was based on recent transactions and estimated to approximate its principal value as of September 30, 2022 and December 31, 2021. As a result, there were no unobservable inputs that have been internally developed by the Company which need to be disclosed. The embedded conversion was determined to have de minimis value as of December 31, 2021, at each subsequent funding date and at September 30, 2022. The Company valued the embedded conversion option using a Black-Scholes option model assuming the warrants as the underlying. The traded price of the Public Warrants as of each measurement date was used as a proxy for the underlying warrant price. The time to maturity was estimated based on management’s estimated time to close a Business Combination. The volatility was derived from the traded prices of the Public Warrants. The discounted value of the loan host was considered to approximate its principal value given the expected short time to maturity. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, 2021 Exercise price $ 11.50 Stock price $ 9.73 Term (years) 5 Volatility 10.5 % Risk-free rate 1.44 % The change in the fair value of Level 3 liabilities for the nine months ended September 30, 2022 is summarized as follows: Derivative Working Level 3 - Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330 ) — Change in fair value of derivative warrant liabilities (10,200,000 ) — Working capital loan - related party — 920,000 Level 3 - Instruments at December 31, 2021 3,666,670 920,000 Transfer of Private Placement Warrants from Level 3 to Level 2 (3,666,670 ) — Working capital loan - related party — 1,400,000 Level 3 - Instruments at March 31, 2022 — 2,320,000 Working capital loan - related party — 500,000 Level 3 - Instruments at June 30, 2022 $ — $ 2,820,000 Level 3 - Instruments at September 30, 2022 $ — $ 2,820,000 The change in the fair value of Level 3 derivative warrant liabilities for the nine months ended September 30, 2021 is summarized as follows: Derivative Working Capital Level 3 - Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330 ) — Change in fair value of derivative warrant liabilities 200,000 — Level 3 - Instruments at March 31, 2021 14,066,670 — Change in fair value of derivative warrant liabilities (6,066,670 ) 100,000 Working capital loan - related party — 100,000 Level 3 - Instruments at June 30, 2021 8,000,000 100,000 Change in fair value of derivative warrant liabilities (1,866,670 ) 470,000 Level 3 - Instruments at September 30, 2021 $ 6,133,330 $ 570,000 | Note 9—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. There were no assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020. Significant Other Significant Other Quoted Prices in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money market fund $ 400,023,684 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,933,330 — — Derivative warrant liabilities - Private placement warrants $ — $ — $ 3,666,670 Working Capital loan - related party $ — $ — $ 920,000 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. There were no other transfers between levels of the hierarchy for the year ended December 31, 2021. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. Level 1 liabilities include Public Warrants which are recognized at fair value based on the listed price in an active market for such warrants. The fair value of the Public Warrants and Private Placement Warrants were initially measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, while the fair value of Private Placement Warrants continues to be estimated using a Black-Scholes option pricing model. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical volatility of select peer companies’ common shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero . The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, 2021 Exercise price $ 11.50 Stock price $ 9.73 Term (yrs) 5 Volatility 10.5 % Risk-free rate 1.44 % The change in the fair value of Level 3 derivative warrant liabilities for the year ended December 31, 2021 is summarized as follows: Derivative Warrant Working Capital Loans-Related Party Level 3 - Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330 ) — Change in fair value of derivative warrant liabilities 200,000 — Level 3 - Instruments at March 31, 2021 14,066,670 — Change in fair value of derivative warrant liabilities (6,066,670 ) — Working capital loan - related party — 100,000 Level 3 - Instruments at June 30, 2021 8,000,000 100,000 Change in fair value of derivative warrant liabilities (1,866,670 ) — Working capital loan - related party — 470,000 Level 3 - Instruments at September 30, 2021 6,133,330 570,000 Change in fair value of derivative warrant liabilities (2,466,660 ) — Working capital loan - related party — 350,000 Level 3 - Instruments at December 31, 2021 $ 3,666,670 $ 920,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 — Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The income tax provision (benefit) consists of the following: December 31, 2021 December 31, 2020 Current Federal $ — $ — State — — Deferred Federal (1,572,412 ) (699 ) State — — Valuation allowance 1,572,412 699 Income tax provision $ — $ — The Company’s net deferred tax assets are as follows: December 31, 2021 December 31, 2020 Deferred tax assets: Start-up/Organization $ 926,801 $ 502 Net operating loss carryforwards 645,611 197 Total deferred tax assets 1,572,412 699 Valuation allowance (1,572,412 ) (699 ) Deferred tax asset, net of allowance $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. At December 31, 2021, the valuation allowance was approximately $1.6 million. There were no unrecognized tax benefits as of December 31, 2021. No amounts were accrued for the payment of interest and penalties at December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2021 December 31, 2020 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (28.0 )% 0.0 % Transaction costs allocated to derivative warrant liabilities 1.7 % 0.0 % Merger costs (3.4 )% 0.0 % Change in valuation allowance 8.8 % (21.0 )% Income Taxes Benefit 0.0 % 0.0 % |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10-Subsequent The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. Trading in the Company’s warrants issued in connection with its IPO (the “Public Warrants”) was suspended on November 4, 2022, based on “abnormally low” price levels, pursuant to Section 802.01D of the New York Stock Exchange (“NYSE”) Listed Company Manual. The NYSE will apply to the SEC to delist the Public Warrants upon completion of all applicable procedures, including any appeal by us of the NYSE’s decision. Proposed Business Combination On November 13, 2022, the Company entered into a Merger Agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) with Electriq Power, Inc., a Delaware Corporation (“Electriq”), as disclosed in a Current Report on Form 8-K as filed with the SEC by the Company on November 14, 2022. If the transactions contemplated by the Merger Agreement are completed (the “Transactions”), Electriq will survive such merger as a wholly owned subsidiary of the Company (the “Merger”). As a result of the Merger, and upon consummation of the Merger and the other Transactions contemplated by the Merger Agreement (together with the Merger, the “Proposed Business Combination”), the separate corporate existence of Electriq will cease and the holders of Electriq common stock, preferred stock, options and warrants will become equityholders of the Company, which will change its name to “Electriq Power Holdings, Inc.” in connection with the Proposed Business Combination. For additional information regarding the Merger Agreement and the Transactions contemplated therein, see the Current Report on Form 8-K as filed with the SEC by the Company on November 14, 2022. Extension Proposal The Company intends to seek an extension of the date by which it must consummate a Business Combination as the Board currently believes that there will not be sufficient time before February 1, 2023 to complete a Business Combination. On November 3, 2022, the Company filed a preliminary proxy statement on Schedule 14A with the SEC for the purposes of seeking its stockholder approval to extend the Combination Period from February 1, 2023 to May 1, 2023 (the date that is 27 months from the closing date of the IPO) (the “Amended Date”) and on a monthly basis up to three times from the Amended Date to August 1, 2023 (the date that is 30 months from the closing date of the IPO ). | Note 11—Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. In March 2022, the Sponsor and the Company increased the Working Capital Loan’s borrowing limit up to $5,000,000 and drew down $1.4 million. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed consol idated financial statements should be read in conjuncti on with the Company’s Annual Report on Form 10-K 10-K | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary, Eagle Merger Corp., that was formed in connection with a potential Business Combination. All inter-company accounts and transactions are eliminated in consolidation. | |
Liquidity and Going Concern | Liquidity and Going Concern As of September 30, 2022, the Company had approximately in its operating bank account and a working capital deficit of approximately $ million (excluding income and franchise taxes). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor on behalf of the Company to cover certain offering costs in exchange for issuance of Founder Shares (as defined in Note 4), and a loan from the Sponsor of approximately $192,000 under the Note (as defined in Note 4). The Company repaid the Note in full upon consummation of the Private Placement. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement, held outside of the Trust Account, and Working Capital Loan from affiliates. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Working Capital Loan (as defined in Note 4) as may be required. The Company has drawn approximately million and $0.9 million under such loans as of September 30, 2022 and December 31, 2021, respectively. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ . As of September 30, 2022 and December 31, 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2021 and December 31, 2020, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2021 and December 31, 2020, held outside of the Trust Account. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The initial fair values of the Public Warrants and Private Placement Warrants have each been measured at fair value using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants have subsequently been determined using listed prices in an active market for such warrants. Derivative warrant liabilities are classified as non-current | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815 , “Derivatives and Hedging” (“ASC 815 ”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815 . Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The initial fair value of the Public Warrants and Private Placement Warrants have each been measured at fair value using a modified Black-Scholes option pricing model. The fair value of the Public Warrants has subsequently been determined using listed prices in an active market for such warrants, while the Private Placement Warrants continue to be measured at fair value using a modified Black-Scholes option pricing model. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Working Capital Loan – Related Party | Working Capital Loan-Related Party The Company has elected the fair value option to account for borrowings under the Working Capital Loan with its affiliates that are subject to conversion, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each convertible tranche, when drawn, at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan-related party on the unaudited condensed consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability. | Working Capital Loan – Related Party The Company has elected the fair value option to account for borrowings under Working Capital Loans with its affiliates, as defined and more fully described in Note 4 . As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of working capital loan – related party on the statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December , 2021 , 40,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. Subsequent changes result from income and losses on investments held in the Trust Account that would be distributed to the Class A ordinary shareholders upon redemption. The change in the carrying value of redeemable shares of Class A common stock results in charges against additional paid-in | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2021, 40,000,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheets. There were no shares of Class A common stock issued or outstanding as of December 31, 2020. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2022 and December 31, 2021, the Company had gross deferred tax assets of , which are subject to a full valuation allowance. ASC prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were unrecognized tax benefits as of September 30, 2022 and December 31, 2021. The amounts were accrued for the payment of interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740 , “Income Taxes” (“ASC 740 ”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of December 31 , 2021 and December 31 , 2020 , the Company had deferred tax assets aggregating $1,572,412 and $700, which are subject to a full valuation allowance, respectively. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31 , 2021 and December 31 , 2020 . The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31 , 2021 and December 31 , 2020 . The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Income Per Share of Common Stock | Net Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period. This presentation assumes a business combination as the most likely outcome. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an shares of Class A common stock in the calculation of diluted income per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three and nine months ended September 30, 2022 and 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For The Three Months Ended September 30, 2022 2021 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic $ 232,854 $ 58,213 $ 3,757,295 $ 939,324 Allocation of net income, diluted 232,854 58,213 3,757,295 939,324 Denominator: Basic weighted average common stock outstanding 40,000,000 10,000,000 40,000,000 10,000,000 Diluted weighted average common stock outstanding 40,000,000 10,000,000 40,000,000 10,000,000 Basic net income per common stock $ 0.01 $ 0.01 $ 0.09 $ 0.09 Diluted net income per common stock $ 0.01 $ 0.01 $ 0.09 $ 0.09 For The Nine Months Ended September 30, 2022 2021 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic $ 7,595,876 $ 1,898,969 $ 12,363,724 $ 3,437,383 Allocation of net income, diluted 7,595,876 1,898,969 12,325,118 3,475,989 Denominator: Basic weighted average common stock outstanding 40,000,000 10,000,000 35,457,875 9,858,059 Diluted weighted average common stock outstanding 40,000,000 10,000,000 35,457,875 10,000,000 Basic net income per common stock $ 0.19 $ 0.19 $ 0.35 $ 0.35 Diluted net income per common stock $ 0.19 $ 0.19 $ 0.35 $ 0.35 | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 20,000,000 shares of Class A common stock in the calculation of diluted income (loss) per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Year Ended December 31, 2021 Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income $ 14,109,019 $ 3,813,712 Denominator: Basic and diluted weighted average common stock outstanding 36,602,740 9,893,836 Basic and diluted net income per common stock $ 0.39 $ 0.39 For the Period From October 2, 2020 (inception) through December 31, 2020 Class A Class F Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ — $ (3,329 ) Denominator: Basic and diluted weighted average common stock outstanding 0 7,500,000 Basic and diluted net loss per common stock $ — $ (0.00 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 2020-06”), 2020-06 2020-06 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates if currently adopted would have a material effect on the Company’s financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Basic and Diluted Net Income (Loss) per Common Share | The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock: For The Three Months Ended September 30, 2022 2021 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic $ 232,854 $ 58,213 $ 3,757,295 $ 939,324 Allocation of net income, diluted 232,854 58,213 3,757,295 939,324 Denominator: Basic weighted average common stock outstanding 40,000,000 10,000,000 40,000,000 10,000,000 Diluted weighted average common stock outstanding 40,000,000 10,000,000 40,000,000 10,000,000 Basic net income per common stock $ 0.01 $ 0.01 $ 0.09 $ 0.09 Diluted net income per common stock $ 0.01 $ 0.01 $ 0.09 $ 0.09 For The Nine Months Ended September 30, 2022 2021 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic $ 7,595,876 $ 1,898,969 $ 12,363,724 $ 3,437,383 Allocation of net income, diluted 7,595,876 1,898,969 12,325,118 3,475,989 Denominator: Basic weighted average common stock outstanding 40,000,000 10,000,000 35,457,875 9,858,059 Diluted weighted average common stock outstanding 40,000,000 10,000,000 35,457,875 10,000,000 Basic net income per common stock $ 0.19 $ 0.19 $ 0.35 $ 0.35 Diluted net income per common stock $ 0.19 $ 0.19 $ 0.35 $ 0.35 | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the Year Ended December 31, 2021 Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income $ 14,109,019 $ 3,813,712 Denominator: Basic and diluted weighted average common stock outstanding 36,602,740 9,893,836 Basic and diluted net income per common stock $ 0.39 $ 0.39 For the Period From October 2, 2020 (inception) through December 31, 2020 Class A Class F Basic and diluted net loss per common stock: Numerator: Allocation of net loss $ — $ (3,329 ) Denominator: Basic and diluted weighted average common stock outstanding 0 7,500,000 Basic and diluted net loss per common stock $ — $ (0.00 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | ||
Summary of class A common stock subject to redemption | The Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units is recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330 ) Offering costs allocated to Class A common stock subject to possible redemption (21,284,250 ) Plus: Accretion on Class A common stock subject to possible redemption 45,817,580 Class A common stock subject to possible redemption as of December 31, 2021 400,000,000 Increase in redemption value of Class A common stock subject to possible redemption 1,505,838 Class A common stock subject to possible redemption as of September 30, $ 401,505,838 | The Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330 ) Offering costs allocated to Class A common stock subject to possible redemption (21,284,250 ) Plus: Accretion on Class A common stock subject to possible redemption amount 45,817,580 Class A common stock subject to possible redemption $ 400,000,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2022: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account-Money market fund $ 402,112,433 $ — $ — Liabilities: Derivative warrant liabilities-Public warrants $ 666,670 — — Derivative warrant liabilities-Private placement warrants $ — $ 333,330 $ Working Capital Loan-related party $ — $ — $ 2,820,000 December 31, 2021: Description Quoted Prices Significant Significant Assets: Investments held in Trust Account-Money market fund $ 400,023,684 $ — $ — Liabilities: Derivative warrant liabilities-Public warrants $ 6,933,330 — — Derivative warrant liabilities-Private placement warrants $ — $ — $ 3,666,670 Working Capital Loan-related party $ — $ — $ 920,000 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. There were no assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2020. Significant Other Significant Other Quoted Prices in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - Money market fund $ 400,023,684 $ — $ — Liabilities: Derivative warrant liabilities - Public warrants $ 6,933,330 — — Derivative warrant liabilities - Private placement warrants $ — $ — $ 3,666,670 Working Capital loan - related party $ — $ — $ 920,000 |
Summary of Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, 2021 Exercise price $ 11.50 Stock price $ 9.73 Term (years) 5 Volatility 10.5 % Risk-free rate 1.44 % | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, 2021 Exercise price $ 11.50 Stock price $ 9.73 Term (yrs) 5 Volatility 10.5 % Risk-free rate 1.44 % |
Summary of Change in the Fair Value of Derivative Warrant Liabilities | The change in the fair value of Level 3 liabilities for the nine months ended September 30, 2022 is summarized as follows: Derivative Working Level 3 - Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330 ) — Change in fair value of derivative warrant liabilities (10,200,000 ) — Working capital loan - related party — 920,000 Level 3 - Instruments at December 31, 2021 3,666,670 920,000 Transfer of Private Placement Warrants from Level 3 to Level 2 (3,666,670 ) — Working capital loan - related party — 1,400,000 Level 3 - Instruments at March 31, 2022 — 2,320,000 Working capital loan - related party — 500,000 Level 3 - Instruments at June 30, 2022 $ — $ 2,820,000 Level 3 - Instruments at September 30, 2022 $ — $ 2,820,000 The change in the fair value of Level 3 derivative warrant liabilities for the nine months ended September 30, 2021 is summarized as follows: Derivative Working Capital Level 3 - Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330 ) — Change in fair value of derivative warrant liabilities 200,000 — Level 3 - Instruments at March 31, 2021 14,066,670 — Change in fair value of derivative warrant liabilities (6,066,670 ) 100,000 Working capital loan - related party — 100,000 Level 3 - Instruments at June 30, 2021 8,000,000 100,000 Change in fair value of derivative warrant liabilities (1,866,670 ) 470,000 Level 3 - Instruments at September 30, 2021 $ 6,133,330 $ 570,000 | The change in the fair value of Level 3 derivative warrant liabilities for the year ended December 31, 2021 is summarized as follows: Derivative Warrant Working Capital Loans-Related Party Level 3 - Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330 ) — Change in fair value of derivative warrant liabilities 200,000 — Level 3 - Instruments at March 31, 2021 14,066,670 — Change in fair value of derivative warrant liabilities (6,066,670 ) — Working capital loan - related party — 100,000 Level 3 - Instruments at June 30, 2021 8,000,000 100,000 Change in fair value of derivative warrant liabilities (1,866,670 ) — Working capital loan - related party — 470,000 Level 3 - Instruments at September 30, 2021 6,133,330 570,000 Change in fair value of derivative warrant liabilities (2,466,660 ) — Working capital loan - related party — 350,000 Level 3 - Instruments at December 31, 2021 $ 3,666,670 $ 920,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of income tax provision (benefit) | The income tax provision (benefit) consists of the following: December 31, 2021 December 31, 2020 Current Federal $ — $ — State — — Deferred Federal (1,572,412 ) (699 ) State — — Valuation allowance 1,572,412 699 Income tax provision $ — $ — |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, 2021 December 31, 2020 Deferred tax assets: Start-up/Organization $ 926,801 $ 502 Net operating loss carryforwards 645,611 197 Total deferred tax assets 1,572,412 699 Valuation allowance (1,572,412 ) (699 ) Deferred tax asset, net of allowance $ — $ — |
Schedule of Reconciliation of the Statutory Federal Income Tax Rate Benefit to the Effective Tax Rate Benefit | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2021 December 31, 2020 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (28.0 )% 0.0 % Transaction costs allocated to derivative warrant liabilities 1.7 % 0.0 % Merger costs (3.4 )% 0.0 % Change in valuation allowance 8.8 % (21.0 )% Income Taxes Benefit 0.0 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Feb. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from issuance of IPO | $ 0 | $ 400,000,000 | $ 400,000,000 | |
Deferred underwriting commissions | 14,000,000 | $ 14,000,000 | ||
Class of warrants and rights issued price per warrant | $ 1.5 | |||
Payment to acquire restricted investments | $ 0 | 400,000,000 | $ 400,000,000 | |
Restricted investments term | 185 days | 185 days | ||
Percentage of public shares to be redeemed on non completion of business combination | 100% | 100% | ||
Lock in period for redemption of public shares after closing of IPO | 24 months | 24 months | ||
Minimum share price of the residual assets remaining available for distribution | $ 10 | $ 10 | ||
Operating bank account | $ 242,000 | $ 49,000 | ||
Working capital (deficit) | 5,100,000 | 3,400,000 | ||
Proceeds from issuance of common stock | 25,000 | |||
Proceeds from unsecured and non-interest bearing promissory note | 192,000 | |||
Amount drawn from working capital loans | $ 1,900,000 | $ 570,000 | 920,000 | |
Working Capital Loans [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Amount drawn from working capital loans | $ 920,000 | |||
Private Placement Warrants [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrants and rights issued price per warrant | $ 1.5 | $ 1.5 | ||
Proceeds from issuance of warrants | $ 10,000,000 | $ 10,000,000 | ||
Sponsor [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Minimum public share price due to reductions in the value of the trust assets less taxes payable | $ 10 | $ 10 | ||
Proceeds from unsecured and non-interest bearing promissory note | $ 192,000 | |||
Sponsor [Member] | Private Placement Warrants [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrants and rights issued during the period | 4,666,667 | 4,666,667 | ||
Sponsor [Member] | Founder shares [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from issuance of common stock | $ 25,000 | |||
RBC Capital Markets LLC [Member] | Private Placement Warrants [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Class of warrants and rights issued during the period | 2,000,000 | 2,000,000 | 2,000,000 | |
Public shares [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Share Price | $ 10 | $ 10 | ||
Percentage of public shares to be redeemed on non completion of business combination | 100% | 100% | ||
Minimum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of fair market value of target business to asset held in trust account | 80% | 80% | ||
Net tangible assets required for consummation of business combination | $ 5,000,001 | $ 5,000,001 | ||
Dissolution expense | $ 100,000 | $ 100,000 | ||
Minimum [Member] | Definitive Agreement of Initial Business Combination [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Percentage of voting interests acquired | 50% | 50% | ||
Maximum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Share Price | $ 10 | $ 10 | ||
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | 15% | ||
IPO [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Proceeds from issuance of IPO | $ 400,000,000 | $ 400,000,000 | ||
Payment to acquire restricted investments | $ 400,000,000 | |||
Share Price | $ 10 | |||
IPO [Member] | Common Class A [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period shares | 40,000,000 | |||
Shares issued price per share | $ 10 | |||
Proceeds from issuance of IPO | $ 400,000,000 | |||
Offering costs | 22,700,000 | |||
Deferred underwriting commissions | $ 14,000,000 | |||
Over-Allotment Option [Member] | Common Class A [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock issued during period shares | 5,000,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) per Common Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Numerator: | ||||||||||
Allocation of net income (loss) | $ 291,067 | $ 2,754,708 | $ 6,449,070 | $ 4,696,619 | $ 32,359 | $ 11,072,129 | $ (3,329) | $ 9,494,845 | $ 15,801,107 | $ 17,922,732 |
Common Stock Subject To Possible Redemption [Member] | ||||||||||
Denominator: | ||||||||||
Basic weighted average common stock outstanding | 40,000,000 | 40,000,000 | 40,000,000 | 35,457,875 | ||||||
Common Class A [Member] | ||||||||||
Numerator: | ||||||||||
Allocation of net income (loss) | $ 0 | $ 14,109,019 | ||||||||
Denominator: | ||||||||||
Basic weighted average common stock outstanding | 0 | 36,602,740 | ||||||||
Diluted weighted average common stock outstanding | 0 | 36,602,740 | ||||||||
Basic net income per common stock | $ 0 | $ 0.39 | ||||||||
Diluted net income per common stock | $ 0 | $ 0.39 | ||||||||
Common Class A [Member] | Common Stock Subject To Possible Redemption [Member] | ||||||||||
Numerator: | ||||||||||
Allocation of net income, basic | $ 232,854 | $ 3,757,295 | $ 7,595,876 | $ 12,363,724 | ||||||
Allocation of net income, diluted | $ 232,854 | $ 3,757,295 | $ 7,595,876 | $ 12,325,118 | ||||||
Denominator: | ||||||||||
Basic weighted average common stock outstanding | 40,000,000 | 40,000,000 | 40,000,000 | 35,457,875 | ||||||
Diluted weighted average common stock outstanding | 40,000,000 | 40,000,000 | 40,000,000 | 35,457,875 | ||||||
Basic net income per common stock | $ 0.01 | $ 0.09 | $ 0.19 | $ 0.35 | ||||||
Diluted net income per common stock | $ 0.01 | $ 0.09 | $ 0.19 | $ 0.35 | ||||||
Common Class F [Member] | ||||||||||
Numerator: | ||||||||||
Allocation of net income (loss) | $ (3,329) | $ 3,813,712 | ||||||||
Allocation of net income, basic | $ 58,213 | $ 939,324 | $ 1,898,969 | $ 3,437,383 | ||||||
Allocation of net income, diluted | $ 58,213 | $ 939,324 | $ 1,898,969 | $ 3,475,989 | ||||||
Denominator: | ||||||||||
Basic weighted average common stock outstanding | 10,000,000 | 10,000,000 | 7,500,000 | 10,000,000 | 9,858,059 | 9,893,836 | ||||
Diluted weighted average common stock outstanding | 10,000,000 | 10,000,000 | 7,500,000 | 10,000,000 | 10,000,000 | 9,893,836 | ||||
Basic net income per common stock | $ 0.01 | $ 0.09 | $ 0 | $ 0.19 | $ 0.35 | $ 0.39 | ||||
Diluted net income per common stock | $ 0.01 | $ 0.09 | $ 0 | $ 0.19 | $ 0.35 | $ 0.39 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||||
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 | |
Cash equivalents, at carrying value | $ 0 | $ 0 | 0 | |
Restricted investments term | 185 days | 185 days | ||
Deferred tax assets net of valuation allowance | $ 427,000 | $ 427,000 | 700 | |
Unrecognized tax benefits | 0 | $ 0 | 0 | 0 |
Accrued for interest and penalties | 0 | 0 | $ 0 | |
Working capital (deficit) | 5,100,000 | 3,400,000 | ||
Operating bank account | 242,000 | 49,000 | ||
Proceeds from issuance of common stock | 25,000 | |||
Proceeds from unsecured and non-interest bearing promissory note | 192,000 | |||
Proceeds from related party debt | 1,900,000 | $ 570,000 | 920,000 | |
Working Capital Loans [Member] | ||||
Accounting Policies [Line Items] | ||||
Proceeds from related party debt | $ 2,800,000 | $ 900,000 | ||
Common Class A [Member] | ||||
Accounting Policies [Line Items] | ||||
Temporary equity shares outstanding | 40,000,000 | 40,000,000 | 0 | |
Number of common stock A into which the class of warrant or right may be converted. | 20,000,000 | 20,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Feb. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Proceeds from issuance of IPO | $ 0 | $ 400,000,000 | $ 400,000,000 | |
Deferred underwriting commissions | $ 14,000,000 | $ 14,000,000 | ||
Public Warrants [Member] | ||||
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | $ 11.5 | ||
IPO [Member] | ||||
Proceeds from issuance of IPO | $ 400,000,000 | $ 400,000,000 | ||
Common Class A [Member] | ||||
Stock conversion basis | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). | Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each, a “Public Warrant”). | ||
Common Class A [Member] | Public Warrants [Member] | ||||
Shares issuable per warrant | 1 | 1 | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | $ 11.5 | ||
Common Class A [Member] | IPO [Member] | ||||
Stock issued during period shares | 40,000,000 | |||
Shares issued price per share | $ 10 | |||
Proceeds from issuance of IPO | $ 400,000,000 | |||
Deferred underwriting commissions | 14,000,000 | |||
Offering costs | $ 22,700,000 | |||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Stock issued during period shares | 5,000,000 |
Related Party Transactions - A
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Mar. 17, 2022 | Jan. 27, 2021 | Oct. 13, 2020 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 29, 2022 | Mar. 15, 2022 | May 31, 2021 | Feb. 01, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||||||||
Common stock, threshold percentage on conversion of shares | 20% | 20% | 20% | |||||||||||
Number of consecutive trading days for determining share price | 10 days | 10 days | ||||||||||||
Class of warrants and rights issued price per warrant | $ 1.5 | |||||||||||||
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days | ||||||||||||
Proceeds from related party debt | $ 1,900,000 | $ 570,000 | $ 920,000 | |||||||||||
Debt instrument, convertible, carrying amount of equity component | $ 1,500,000 | 1,500,000 | ||||||||||||
Note payable - related party | 138,142 | |||||||||||||
Working Capital loan related party, fair value | 2,820,000 | 2,820,000 | 920,000 | |||||||||||
General and administrative expenses, related party | 21,000 | $ 22,000 | 0 | 62,500 | 57,000 | 78,000 | ||||||||
Accounts Payable [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
General and administrative expenses, related party | 21,000 | $ 21,000 | 0 | 62,500 | $ 56,000 | 78,000 | ||||||||
Related Party Loans [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||||||
Debt instrument, interest rate, stated percentage | 0% | |||||||||||||
Proceeds from related party debt | $ 192,000 | 2,800,000 | 920,000 | |||||||||||
Working Capital Loan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 5,000,000 | $ 2,000,000 | ||||||||||||
Debt instrument, convertible, carrying amount of equity component | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||||||
Debt instrument, convertible, conversion price | $ 1.5 | $ 1.5 | $ 1.5 | |||||||||||
Note payable - related party | 0 | |||||||||||||
Working Capital loan related party, fair value | $ 920,000 | |||||||||||||
Line of credit facility, maximum borrowing capacity | $ 8,000,000 | |||||||||||||
Working Capital Loan [Member] | Forecast [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from related party debt | $ 1,400,000 | $ 1,400,000 | ||||||||||||
Working Capital Loan [Member] | Subsequent Event [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 5,000,000 | $ 5,000,000 | ||||||||||||
Administrative Services Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Accounts payable | $ 0 | $ 0 | $ 0 | $ 35,000 | ||||||||||
Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrants and rights issued price per warrant | $ 1.5 | $ 1.5 | $ 1.5 | |||||||||||
Proceeds from Issuance of Warrants | $ 10,000,000 | $ 10,000,000 | ||||||||||||
Common Class F [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Common Class F [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares outstanding | 1,250,000 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock shares outstanding | 0 | |||||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issuable per warrant | 1 | 1 | 1 | |||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | $ 11.5 | $ 11.5 | |||||||||||
Founder shares [Member] | Common Class F [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock par or stated value per share | $ 0.0001 | |||||||||||||
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share transfer trigger price per share | $ 12 | $ 12 | $ 12 | |||||||||||
Number of consecutive trading days for determining share price | 20 days | 20 days | ||||||||||||
Number of trading days for determining share price | 30 days | 30 days | ||||||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | 150 days | ||||||||||||
Sponsor [Member] | Office Space Administrative And Support Services [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, amounts of transaction | $ 7,000 | $ 7,000 | ||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrants and rights issued during the period | 4,666,667 | 4,666,667 | ||||||||||||
Sponsor [Member] | Common Class F [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock dividend per share | $ 0.15942029 | |||||||||||||
Common stock, threshold percentage on conversion of shares | 20% | |||||||||||||
Sponsor [Member] | Common Class F [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares outstanding | 1,250,000 | |||||||||||||
Sponsor [Member] | Founder shares [Member] | Common Class F [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||||||||
Stock issued during period, shares, issued for services | 8,625,000 | |||||||||||||
Stock transferred during the period, shares | 40,000 | 40,000 | ||||||||||||
Common stock shares outstanding | 10,000,000 | |||||||||||||
RBC Capital Markets LLC [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrants and rights issued during the period | 2,000,000 | 2,000,000 | 2,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Aug. 16, 2022 | Feb. 01, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Underwriting discount paid per unit | $ 0.2 | $ 0.2 | ||
Payments for underwriting expense | $ 8,000,000 | $ 8,000,000 | ||
Deferred underwriting commission per unit | $ 0.35 | $ 0.35 | ||
Deferred underwriting commissions | $ 14,000,000 | $ 14,000,000 | ||
Contingent fee | $ 284,000 | $ 0 | ||
Percentage of Federal excise tax on stock buy back | 1% | |||
Inflation Reduction Act of 2022 [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of Federal excise tax on stock buy back | 1% | |||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Overallotment option | 45 days | |||
Stock issued during period shares | 5,000,000 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption - Summary of class A common stock subject to redemption (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Feb. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Gross proceeds from Initial Public Offering | $ 0 | $ 400,000,000 | $ 400,000,000 | |
Plus: | ||||
Accretion of Class A common stock subject to possible redemption amount | 45,885,780 | |||
Class A common stock subject to possible redemption | 401,505,838 | 400,000,000 | ||
Common Class A [Member] | ||||
Less: | ||||
Offering costs allocated to Class A common stock subject to possible redemption | (21,284,250) | (21,284,250) | ||
Plus: | ||||
Accretion of Class A common stock subject to possible redemption amount | 45,817,580 | 45,817,580 | ||
Class A common stock subject to possible redemption | 401,505,838 | 400,000,000 | ||
Increase in redemption value of Class A common stock subject to possible redemption | 1,505,838 | |||
IPO [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds from Initial Public Offering | 400,000,000 | 400,000,000 | ||
Less: | ||||
Fair value of Public Warrants at issuance | $ (24,533,330) | $ (24,533,330) | ||
IPO [Member] | Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds from Initial Public Offering | $ 400,000,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Additional Information (Details) - Common Class A [Member] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 shares $ / shares | Dec. 31, 2021 shares $ / shares | Dec. 31, 2020 $ / shares shares | |
Temporary Equity [Line Items] | |||
Common stock shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Number of votes per share | 1 | 1 | |
Temporary equity shares outstanding | 40,000,000 | 40,000,000 | 0 |
Stockholders' Deficit - Additi
Stockholders' Deficit - Additional Information (Detail) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Feb. 01, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock shares issued | 0 | 0 | 0 | ||
Preferred stock shares outstanding | 0 | 0 | 0 | ||
Percentage of ownership held by initial shareholders | 20% | ||||
Minimum percentage of outstanding shareholders approval required for amendment | 90% | 90% | |||
Common stock, threshold percentage on conversion of shares | 20% | 20% | |||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 0 | ||||
Common stock shares outstanding | 0 | ||||
Temporary equity shares outstanding | 40,000,000 | 40,000,000 | 0 | ||
Common Class A [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares issued | 40,000,000 | 40,000,000 | 40,000,000 | ||
Common stock shares outstanding | 40,000,000 | 40,000,000 | |||
Common Class F [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common stock shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | ||
Temporary equity shares outstanding | 1,250,000 | 1,250,000 | |||
Common Class F [Member] | Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares outstanding | 1,250,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant Liability Disclosure [Line Items] | |||
Number of Warrants or Rights Outstanding | 20,000,000 | 20,000,000 | |
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | 30 days | |
Number of consecutive trading days for determining share price | 10 days | 10 days | |
Share Price Less Than Or Equals To USD Nine Point Two [Member] | |||
Warrant Liability Disclosure [Line Items] | |||
Share Price | $ 9.2 | $ 9.2 | |
Share Price Less Than Or Equals To USD Nine Point Two [Member] | Common Stock [Member] | |||
Warrant Liability Disclosure [Line Items] | |||
Class of warrant or right, redemption price adjustment percentage | 115% | 115% | |
Share Price More Than Or Equals To USD Eighteen [Member] | |||
Warrant Liability Disclosure [Line Items] | |||
Class of Warrants, Redemption Notice Period | 30 days | 30 days | |
Share Price Less Than Or Equals To USD Eighteen [Member] | |||
Warrant Liability Disclosure [Line Items] | |||
Share Price | $ 10 | $ 10 | |
Class of Warrants, Redemption Price Per Unit | $ 0.1 | $ 0.1 | |
Class of Warrants, Redemption Notice Period | 30 days | 30 days | |
Public Warrants [Member] | |||
Warrant Liability Disclosure [Line Items] | |||
Number of Warrants or Rights Outstanding | 13,333,333 | 13,333,333 | 0 |
Warrants Exercisable Term from the Date of Completion of business Combination | 30 days | 30 days | |
Warrants Exercisable term from the Closing of IPO | 12 months | 12 months | |
Minimum lock in period for SEC registration from date of business combination | 20 days | 20 days | |
Minimum lock In period to become effective after the closing of the initial business combination | 60 days | 60 days | |
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | $ 11.5 | |
Private Placement Warrants [Member] | |||
Warrant Liability Disclosure [Line Items] | |||
Number of Warrants or Rights Outstanding | 6,666,667 | 6,666,667 | 0 |
Private Placement Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |||
Warrant Liability Disclosure [Line Items] | |||
Share Price | $ 18 | $ 18 | |
Class of Warrants, Redemption Price Per Unit | $ 0.01 | $ 0.01 | |
Class of Warrants, Redemption Notice Period | 30 days | 30 days | |
Number of consecutive trading days for determining share price | 20 days | 20 days | |
Number of trading days for determining share price | 30 days | 30 days |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 1,500,000 | |
TLGA Working Capital Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 1,500,000 | |
Debt Instrument, Convertible, Conversion Price | $ 1.5 | |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets fair value | $ 0 | |
Liabilities fair value | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | $ 666,670 | $ 6,933,330 |
Quoted Prices in Active Markets (Level 1) [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - Money market fund | 402,112,433 | 400,023,684 |
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 333,330 | |
Significant Other Unobservable Inputs (Level 3) [Member] | Working Capital Loan Related Party [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Working Capital Loan - related party | $ 2,820,000 | 920,000 |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | $ 3,666,670 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) | Dec. 31, 2021 $ / shares yr |
Exercise price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 11.5 |
Stock price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 9.73 |
Term (yrs) [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | yr | 5 |
Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 10.5 |
Risk-free rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair value measurements inputs | 1.44 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||
Level 3 - Instruments | $ 3,666,670 | $ 6,133,330 | $ 8,000,000 | $ 14,066,670 | $ 920,000 | $ 570,000 | $ 100,000 | $ 920,000 | |||
Issuance of Public and Private Placement Warrants | 38,400,000 | ||||||||||
Transfer of Public Warrants and Private Placement Warrants from Level 3 to Level 1 | (24,533,330) | ||||||||||
Change in fair value of derivative warrant liabilities | (2,466,660) | (1,866,670) | (6,066,670) | 200,000 | $ 0 | ||||||
Working Capital Loan - related party | 0 | 350,000 | 470,000 | 100,000 | |||||||
Level 3 - Instruments | 3,666,670 | 6,133,330 | 8,000,000 | 14,066,670 | 920,000 | $ 570,000 | $ 100,000 | 3,666,670 | |||
Working Capital Loan Related Party [Member] | |||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||
Level 3 - Instruments | $ 2,820,000 | $ 2,320,000 | 920,000 | 570,000 | 100,000 | 0 | 0 | 0 | |||
Issuance of Public and Private Placement Warrants | 0 | 0 | |||||||||
Transfer of Public Warrants and Private Placement Warrants from Level 3 to Level 1 | 0 | 0 | 0 | ||||||||
Change in fair value of derivative warrant liabilities | 470,000 | 100,000 | 0 | 0 | |||||||
Working Capital Loan - related party | 500,000 | 1,400,000 | 100,000 | 920,000 | |||||||
Level 3 - Instruments | 2,820,000 | 2,820,000 | 2,320,000 | 920,000 | 570,000 | 100,000 | 0 | 0 | 920,000 | ||
Derivative Warrant Liabilities [Member] | |||||||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||||
Level 3 - Instruments | 3,666,670 | 6,133,330 | 8,000,000 | 14,066,670 | 0 | 0 | |||||
Issuance of Public and Private Placement Warrants | 38,400,000 | 38,400,000 | |||||||||
Transfer of Public Warrants and Private Placement Warrants from Level 3 to Level 1 | (3,666,670) | (24,533,330) | (24,533,330) | ||||||||
Change in fair value of derivative warrant liabilities | (1,866,670) | (6,066,670) | 200,000 | (10,200,000) | |||||||
Working Capital Loan - related party | 0 | 0 | 0 | 0 | |||||||
Level 3 - Instruments | $ 0 | $ 3,666,670 | $ 6,133,330 | $ 8,000,000 | $ 14,066,670 | $ 0 | $ 3,666,670 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax expense | $ 369,182 | $ 0 | $ 426,868 | $ 0 | ||
Valuation allowance | 699 | 1,572,412 | ||||
Unrecognized tax benefits | 0 | $ 0 | 0 | 0 | $ 0 | 0 |
Unrecognized tax benefits accrued for the payment of interest and penalties | $ 0 | $ 0 | $ 0 | $ 0 |
Income Taxes - Summary of Inco
Income Taxes - Summary of Income Tax Provision (Benefit) (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Current | ||||||
Federal | $ 0 | $ 0 | ||||
State | 0 | 0 | ||||
Deferred | ||||||
Federal | (699) | (1,572,412) | ||||
State | 0 | 0 | ||||
Valuation allowance | 699 | 1,572,412 | ||||
Income tax provision | $ 369,182 | $ 0 | $ 426,868 | $ 0 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Start-up/Organization costs | $ 926,801 | $ 502 |
Net operating loss carryforwards | 645,611 | 197 |
Total deferred tax assets | 1,572,412 | 699 |
Valuation allowance | $ (1,572,412) | $ (699) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Statutory Federal Income Tax Rate Benefit to the Effective Tax Rate Benefit (Detail) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Change in fair value of derivative warrant liabilities | 0% | (28.00%) |
Transaction costs allocated to derivative warrant liabilities | 0% | 1.70% |
Merger costs | 0% | (3.40%) |
Change in valuation allowance | (21.00%) | 8.80% |
Income Taxes Benefit | 0% | 0% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 01, 2023 | Mar. 17, 2022 | Mar. 31, 2022 | May 01, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 15, 2022 | May 31, 2021 | |
Subsequent Event [Line Items] | |||||||||
Proceeds from related party debt | $ 1,900,000 | $ 570,000 | $ 920,000 | ||||||
Working Capital Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Additional borrowings under working capital loans | $ 5,000,000 | $ 2,000,000 | |||||||
Working Capital Loan [Member] | Forecast [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from related party debt | $ 1,400,000 | $ 1,400,000 | |||||||
Subsequent Event [Member] | IPO [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of months from the closing date of the IPO | 30 months | 27 months | |||||||
Subsequent Event [Member] | Working Capital Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Additional borrowings under working capital loans | $ 5,000,000 | $ 5,000,000 |