Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | TLG Acquisition One Corp. | |
Entity Central Index Key | 0001827871 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39948 | |
Entity Tax Identification Number | 85-3310839 | |
Entity Address, Address Line One | 515 North Flagler Drive, Suite 520 | |
Entity Address, City or Town | West Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | 561 | |
Local Phone Number | 945-8340 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | TLGA | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Class A common shares included as part of the units | |
Entity Common Stock, Shares Outstanding | 7,948,405 | |
Common Class F [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,000,000 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | TLGA.U | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Units, each consisting of one Class A common share, $0.0001 par value, and one-third of one redeemable warrant |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 15,406 | $ 19,750 |
Prepaid expenses | 155,465 | 108,156 |
Total current assets | 170,871 | 127,906 |
Cash and investments held in Trust Account | 82,988,329 | 80,945,242 |
Total Assets | 83,159,200 | 81,073,148 |
Current liabilities: | ||
Accounts payable | 229,642 | 276,917 |
Accrued expenses | 5,373,916 | 4,472,261 |
Working Capital Loan - related party | 3,897,451 | 2,330,370 |
Income tax payable | 1,173,779 | 1,055,680 |
Franchise tax payable | 50,050 | 50 |
Total current liabilities | 10,724,838 | 8,135,278 |
Derivative warrant liabilities | 1,400,000 | 800,000 |
Deferred underwriting commissions | 14,000,000 | 14,000,000 |
Total Liabilities | 26,124,838 | 22,935,278 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 7,948,405 shares at redemption value of approximately $10.27 and $10.03 per share as of March 31, 2023 and December 31, 2022, respectively | 81,614,773 | 79,739,786 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2023 and December 31, 2022 | ||
Additional paid-in capital | ||
Accumulated deficit | (24,580,911) | (21,602,916) |
Total stockholders' deficit | (24,580,411) | (21,601,916) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 83,159,200 | 81,073,148 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, $0.0001 par value; 7,948,405 shares at redemption value of approximately $10.27 and $10.03 per share as of March 31, 2023 and December 31, 2022, respectively | 81,614,773 | 79,739,786 |
Stockholders' Deficit: | ||
Common stock value | 0 | 0 |
Common Class F [Member] | ||
Stockholders' Deficit: | ||
Common stock value | $ 500 | $ 1,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 7,948,405 | 7,948,405 |
Temporary equity, redemption price per share | $ 10.27 | $ 10.03 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common Class F [Member] | ||
Temporary equity shares outstanding | 1,250,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 5,000,000 | 10,000,000 |
Common stock shares outstanding | 5,000,000 | 10,000,000 |
Non Redeemable Common Stock [Member] | ||
Temporary equity shares outstanding | 7,948,405 | 7,948,405 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
General and administrative expenses | $ 1,384,702 | $ 74,233 |
General and administrative expenses—related party | 21,000 | 20,500 |
Franchise tax expenses | 50,000 | 88,844 |
Loss from operations | (1,455,702) | (183,577) |
Change in fair value of working capital loan - related party | 457,919 | 0 |
Change in fair value of derivative warrant liabilities | (600,000) | 6,600,000 |
Income from cash and investments held in Trust Account | 612,374 | 32,647 |
Net (loss) income before income taxes | (985,409) | 6,449,070 |
Income tax expense | (118,099) | |
Net (loss) income | $ (1,103,508) | $ 6,449,070 |
Common Class A [Member] | ||
Weighted average shares outstanding, Basic | 7,948,405 | 40,000,000 |
Weighted average shares outstanding, Diluted | 7,948,405 | 40,000,000 |
Basic net (loss) income per share | $ (0.08) | $ 0.13 |
Diluted net (loss) income per share | $ (0.08) | $ 0.13 |
Common Class F [Member] | ||
Weighted average shares outstanding, Basic | 6,611,111 | 10,000,000 |
Weighted average shares outstanding, Diluted | 6,611,111 | 10,000,000 |
Basic net (loss) income per share | $ (0.08) | $ 0.13 |
Diluted net (loss) income per share | $ (0.08) | $ 0.13 |
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 Stock [Member] | Common Class F [Member] Common Stock [Member] |
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, 2022 | (21,601,916) | 0 | (21,602,916) | $ 0 | $ 1,000 |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 10,000,000 | |||
Increase in redemption value of Class A common stock subject to possible redemption | (1,874,987) | (500) | (1,874,487) | ||
Forfeiture of Class F shares | 500 | $ (500) | |||
Forfeiture of Class F shares (in shares) | (5,000,000) | ||||
Net income (loss) | (1,103,508) | 0 | (1,103,508) | ||
Ending balance at Mar. 31, 2023 | $ (24,580,411) | $ 0 | $ (24,580,911) | $ 0 | $ 500 |
Ending balance (in shares) at Mar. 31, 2023 | 0 | 5,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | |||
Net (loss) income | $ (1,103,508) | $ 6,449,070 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Change in fair value of derivative warrant liabilities | 600,000 | (6,600,000) | |
Change in fair value of working capital loan - related party | (457,919) | 0 | |
Income from investments held in Trust Account | (612,374) | (32,647) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | (47,309) | (727,272) | |
Accounts payable | (47,275) | 45,218 | |
Accrued expenses | 901,655 | (439,967) | |
Income tax payable | 118,099 | 0 | |
Franchise tax payable | 50,000 | (71,425) | |
Net cash used in operating activities | (598,631) | (1,377,023) | |
Cash Flows from Investing Activities | |||
Cash deposited in Trust Account | (1,430,713) | 0 | |
Net cash used in investing activities | (1,430,713) | 0 | |
Cash Flows from Financing Activities: | |||
Proceeds received from Working Capital Loan—related party | 2,025,000 | 1,400,000 | |
Net cash provided by financing activities | 2,025,000 | 1,400,000 | |
Net change in cash | (4,344) | 22,977 | |
Cash—beginning of the period | 19,750 | 48,491 | $ 48,491 |
Cash—end of the period | $ 15,406 | $ 71,468 | $ 19,750 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations 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 March 31, 2023, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through March 31, 2023, 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 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 (“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 of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 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 Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share 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 per-share 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. Trust Account Redemptions and Extension of Combination Period On December 19, 2022, the Company held a special meeting of stockholders at which such stockholders approved the proposal to amend the Amended and Restated Certificate of Incorporation giving the Company the right to extend the business combination deadline on a monthly basis up to six times from February 1, 2023 to August 1, 2023, by depositing into the Trust Account the lesser of (i) an aggregate of $600,000 or (ii) $0.06 for each issued and outstanding Public Share that has not been redeemed for each one-month 29 In connection with such vote, the holders of an aggregate of 32,051,595 Public Shares exercised their right to redeem their shares for an aggregate of approximately $324.4 Proposed Business Combination On November 13, 2022, the Company and Eagle Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), entered into a Merger Agreement, as amended on December 23, 2022 and March 22, 2023 and as may be further amended (the “Merger Agreement”) with Electriq Power, Inc., a Delaware corporation (“Electriq”). If the transactions contemplated by the Merger Agreement (the “Transactions”) are completed, Merger Sub will merge with and into Electriq, with Electriq surviving 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 (together with the Merger, the “Proposed Business Combination”), the separate corporate existence of Electriq will cease to exist and the holders of Electriq common stock, preferred stock, options, warrants and other convertible securities (collectively, the “Electriq equityholders”) will become equityholders of the Company, which will change its name to “Electriq Power Holdings, Inc.” in connection with the Business Combination ( “New Electriq”). As part of the Merger, Electriq equityholders will receive aggregate merger consideration (the “Merger Consideration”) of $495 million, consisting of up to 49,500,000 shares of the Company’s Class A common stock, valued at $10.00 per share. At the closing of the Merger (the “Closing”), 2,000,000 shares of the Company’s Class A common stock from the Merger Consideration (the “Merger Consideration Incentive Shares”) will be placed into an escrow account to be used as Merger Consideration Incentive Shares. As part of the Merger Consideration, holders of Electriq’s warrants and options not exercised prior to the Merger will receive replacement warrants and options, respectively, to purchase shares of the Company’s Class A common stock based on the value of the Merger Consideration per share of Electriq common stock. Pursuant to the Merger Agreement, the Company has agreed to use its reasonable best efforts to enter into subscription agreements, non-redemption In connection with the Financings, 7,000,000 shares of the Company’s Class A common stock (the “Incentive Shares”) will be placed in escrow at Closing, consisting of 5,000,000 newly issued shares of The Company’s Class A common stock (the “New Incentive Shares”) and the 2,000,000 Merger Consideration Incentive Shares. The New Incentive Shares will be paid out as incentives in the Financings first, followed by the Merger Consideration Incentive Shares. At the termination of the escrow, any New Incentive Shares not paid out in the Financing will be transferred 50% to the Sponsor (defined in the Merger Agreement) and 50% to the Electriq equity holders, and any Merger Consideration Incentive Shares not paid out in the Financing will be returned to the Electriq equity holders. The Merger Agreement includes covenants of Electriq with respect to operation of its business prior to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, a covenant to make any required filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), and the preparation and filing of a registration statement on Form S-4 relating to the Merger and containing a proxy statement of the Company (the “Registration Statement / Proxy Statement”). The Merger Agreement also contains exclusivity provisions prohibiting Electriq and its subsidiaries from soliciting, initiating, knowingly facilitating, participating in, entering into, continuing discussions, negotiations or transactions with, or knowingly encouraging or responding to any inquiries or proposals by, or providing any information to any person relating to or that could reasonably be expect to lead to, or enter into or consummate any transaction relating to a Competing Company Transaction (as defined in the Merger Agreement), subject to limited exceptions specified therein. The Merger Agreement contains customary representations and warranties of the parties thereto with respect to the parties, the Business Combination contemplated by the Merger Agreement and their respective business operations and activities. The representations and warranties of the parties generally do not survive the Closing. Consummation of the Business Combination is generally subject to customary conditions, including (a) expiration or termination of all applicable waiting periods under HSR, (b) the absence of any law or governmental order prohibiting the consummation of the Merger, (c) the effectiveness of the Registration Statement / Proxy Statement, (d) the Company’s Class A common stock to be issued in the Merger having been listed on The New York Stock Exchange (“NYSE”) upon the Closing, and otherwise satisfying the applicable listing requirements of NYSE, (e) receipt of stockholder approval from stockholders of each of the Company and Electriq for consummation of the Merger and other related necessary matters and (f) the Company having net tangible assets following the redemptions of at least $5,000,001. The parties to the Merger Agreement submitted their respective HSR notifications on December 12, 2022, and the waiting period under the HSR with respect to the transaction expired at 11:59 p.m., Eastern Time, on January 11, 2023. The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including by mutual written consent or if the Business Combination has not been consummated on or prior to June 1, 2023. In connection with the execution of the Merger Agreement, certain security holders of Electriq (the “Electriq Holders”) entered into lock-up “Lock-up Lock-up “Lock-up”).Notwithstanding Company’s Class A common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any Lock-up Lock-up days within any 30 -day trading period, an additional % of the Restricted Securities of each Electriq Holder will be released from the Lock-up. On March 22, 2023, the parties to each of the Lock-up Agreements the Lock-up Agreement (the “Lock-up Amendment”), the Lock-up (such the Lock-up Amendment). In connection with the execution of the Merger Agreement, the Company entered into an agreement (the “Sponsor Agreement”) with Electriq, the Sponsor, an affiliate of the Sponsor and the Company’s independent directors, whereby the Sponsor and holders of the Company’s Class F common stock have agreed to waive certain of their anti-dilution and conversion rights with respect to the Class F common stock. The Sponsor also agreed to subject its holdings of the Company’s Class F common stock, and the other holders of the Company’s Class F common stock agreed to subject their Class F common stock, to certain transfer restrictions as follows: (i) with respect to 500,000 shares of Class F common stock, the Sponsor will not transfer such shares until the earliest to occur of (x) the fifth anniversary of the Closing, (y) such time as the closing volume weighted average price of a share of the Company’s Class A common stock equals or exceeds $12.50 for any 20 trading days within any six-month 30-day 30-day Support Agreement In connection with the execution of the Merger Agreement, certain stockholders of Electriq (each, a “Supporting Electriq Stockholder”), Electriq and the Company entered into a Support Agreement (the “Support Agreement”). Under the Support Agreement, each Supporting Electriq Stockholder agreed to, among other things, (i) vote at any meeting of the stockholders of Electriq or by written consent all of its Electriq common stock and/or Electriq preferred stock, as applicable, held of record or thereafter acquired in favor of the Merger and the Transactions contemplated by the Merger Agreement and (ii) be bound by certain transfer restrictions with respect to Electriq securities, in each case, on the terms and subject to the conditions set forth in the Support Agreement. Stockholders’ Agreement The Merger Agreement contemplates that, at the Closing, New Electriq, the Sponsor and certain former Electriq equityholders will enter into a stockholders’ agreement (the “Stockholders’ Agreement”), pursuant to which (i) the Sponsor will be entitled to nominate one (1) director until the date upon which the Sponsor’s and its affiliates’ aggregate initial ownership interest of the issued and outstanding common stock of New Electriq (“Sponsor Initial Ownership Interest”) decreases to one-half Co-Investment one-half non-voting Registration Rights Agreement The Merger Agreement contemplates that, at the Closing, New Electriq, the Sponsor, certain of its affiliates, RBC and certain former stockholders of Electriq will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, New Electriq will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of The Company’s Class A common stock that are held by, or issuable pursuant to other securities held by, the parties thereto from time to time. 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 Reports on Form 8-K Liquidity and Going Concern As of March 31, 2023, the Company had approximately $15,000 in its operating bank account and a working capital deficit of approximately $9.3 million, not including taxes payable of approximately $1.2 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 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 $5.0 million and $3.0 million under such loans as of March 31, 2023 and December 31, 2022, respectively. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 1, 2023 (as such period may be extended to August 1, 2023). The unaudited condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited 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 consolidated financial statements should be read in conjunction 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. 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 U se of Estimates The preparation of financial statements in conformity with GAAP requires Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. 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 March 31, 2022 and December 31, 2022, held outside of the Trust Account. Investments Held in Trust Account Prior to December 28, 2022, the Company’s portfolio of investments held in the Trust Account was 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 in 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 cash and investments held in Trust Account in the accompanying unaudited 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. D erivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow 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 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 March 31, 2023 and December 31, 2022, 7,948,405 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. The change in the carrying value of redeemable shares of Class A common stock resulted 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 March 31, 2023 and December 31, 2022, the Company had deferred tax assets aggregating approximately $151,000 and $349,000, 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 March 31, 2023 and December 31, 2022. 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 March 31, 2023 and December 31, 2022. 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 (Loss) 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 (loss) income per common share is calculated by dividing the net (loss) 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 (loss) 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 aggregate of 20,000,000 shares of Class A common stock in the calculation of diluted (loss) 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 (loss) income per share for the three months ended March 31, 2023 and 2022. 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 (loss) income per share for each class of common stock: For the Three Months Ended March 31, 2023 2022 Class A Class F Class A Class F Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income, basic and diluted $ (602,433) $ (501,075) $ 5,159,256 $ 1,289,814 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 6,611,111 40,000,000 10,000,000 Basic and diluted net (loss) income per common stock $ (0.08 ) $ (0.08 ) $ 0.13 $ 0.13 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. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | 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 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 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 In connection with the Extension, the Sponsor agreed that it would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock were cancelled. The Forfeiture occurred on January 30, 2023. 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 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, the Sponsor and the Company executed a non-interest-bearing borrow up to $2,000,000 (the “Working Capital Loan”). On March 15, 2022, the Sponsor and the Company amended the Working Capital Loan, providing the Company the ability to borrow up to $5,000,000. On September 29, 2022, the Sponsor and the Company amended the Working Capital Loan, providing the Company the ability to borrow up to $8,000,000. If the Company completes an initial Business Combination, the Company will repay the Working Capital Loan out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loan will be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loan, but no proceeds held in the Trust Account would be used to repay the Working Capital Loan. The lender may elect to convert up to $1.5 million of such Working Capital Loan 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. During the three months ended March 31, 2023, a total of approximately $2.0 million were additionally drawn. The Company has drawn approximately $5.0 million and $3.0 million under such loans as of March 31, 2023 and December 31, 2022, respectively. 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 approximately $21,000 and $20,500 in general and administrative expenses related to the agreement, which is recognized in the accompanying unaudited condensed consolidated statements of operations for the periods ended March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023 and December 31, 2022, there was The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies 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 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. Effective as of May 10, 2023, RBC, the sole underwriter of the Initial Public Offering, waived its entitlement to the deferred underwriting fee of $ million. 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 March 31, 2023 and December 31, 2022, the Company has incurred approximately $1,299,985 and $949,000 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 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 unaudited 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 unaudited 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. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 6 — Class A Common Stock Subject to Possible Redemption 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 March 31, 2023 and December 31, 2022, there were 7,948,405 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of March 31, 2023 and December 31, 2022, 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 amount 45,817,580 Class A common stock subject to possible redemption, as of December 31, 2021 400,000,000 Plus: Accretion on Class A common stock subject to possible redemption amount 4,101,927 Less: Redemption of Class A common stock subject to possible redemption amount (324,362,141 ) Class A common stock subject to possible redemption, as of December 31, 2022 79,739,786 Plus: Accretion on Class A common stock subject to possible redemption amount 1,874,987 Class A common stock subject to possible redemption, as of March 31, 2023 $ 81,614,773 |
Stockholders' (Deficit)
Stockholders' (Deficit) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 7 — Stockholders’ Deficit Preferred Stock Class A Common Stock Class F Common Stock over-allotment option in full on February 1, 2021; thus, these 1,250,000 shares of Class F common stock are no longer subject to forfeiture. On January 30, 2023, in connection with the Extension, the Sponsors agreed that they would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock will be cancelled. The Forfeiture occurred. 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 as-converted |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrant Liability Disclosure [Abstract] | |
Warrants | Note 8 — Warrants As of March 31, 2023 and December 31, 2022, the Company had 13,333,333 Public Warrants and 6,666,667 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, 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 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 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 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 10 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 | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2023: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ 933,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 466,670 $ — Working Capital Loan - related party $ — $ — $ 3,897,451 December 31, 2022: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ 533,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 266,670 $ — Working Capital Loan - related party $ — $ — $ 2,330,370 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 months ended March 31, 2023 and the year ended December 31, 2022. 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 Up to $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. The fair value of the working capital loan was estimated utilizing discounted cash flow techniques and 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 is based on observable high yield rates and management’s estimated probability of closing a Business Combination. As of March 31, 2023 and December 31, 2022, all funds in the Trust Account are held as cash. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 31, 2023 December 31, 2022 Working Capital Loan: Warrant price $ 0.04 $ 0.04 Volatility 0.01 % 0.01 % Risk-free rate 3.57 % 3.99 % Discount rate 15.76 % 15.76 % Probability of Business Combination 80.00 % 80.00 % Term (years) 0.25 0.25 The change in the fair value of Level 3 liabilities for the three months ended March 31, 2023 is summarized as follows: Working Loans- Related Party Level 3 - Instruments December 31, 2022 $ 2,330,370 Borrowings of working capital loan - related party 2,025,000 Change in fair value of working capital loan - related party (457,919 ) Level 3 - Instruments at March 31, 2023 $ 3,897,451 The change in the fair value of Level 3 derivative warrant liabilities for the three months ended March 31, 2022 is summarized as follows: Derivative Working Capital Related Party Level 3 - Instruments 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 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheets date up to the date that the unaudited 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 unaudited condensed consolidated financial statements. On April 26, 2023, the Company borrowed $550,000 against the Working Capital Loan. As of this filing the total amount borrowed against the Working Capital Loan was $5,595,000 and $2,405,000 was available for withdrawal. On May 1, 2023, the Company deposited $476,904 into the Trust Account in order to extend the business combination deadline to June 1, 2023. On May 10, 2023, the Company received notice that RBC Capital Markets, LLC is waiving their rights to receive the Deferred Discount as defined in the Underwriting Agreement. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited 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 consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K |
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. |
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 |
Use of Estimates | U se of Estimates The preparation of financial statements in conformity with GAAP requires |
Concentration of Credit Risk | Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
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 March 31, 2022 and December 31, 2022, held outside of the Trust Account. |
Investments Held in Trust Account | Investments Held in Trust Account Prior to December 28, 2022, the Company’s portfolio of investments held in the Trust Account was 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 in 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 cash and investments held in Trust Account in the accompanying unaudited 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 | 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 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 | D erivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow 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 non-current |
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. |
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 |
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 March 31, 2023 and December 31, 2022, 7,948,405 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. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in |
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 March 31, 2023 and December 31, 2022, the Company had deferred tax assets aggregating approximately $151,000 and $349,000, 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 March 31, 2023 and December 31, 2022. 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 March 31, 2023 and December 31, 2022. 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 (Loss) Income Per Share of Common Stock | Net (Loss) 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 (loss) income per common share is calculated by dividing the net (loss) 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 (loss) 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 aggregate of 20,000,000 shares of Class A common stock in the calculation of diluted (loss) 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 (loss) income per share for the three months ended March 31, 2023 and 2022. 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 (loss) income per share for each class of common stock: For the Three Months Ended March 31, 2023 2022 Class A Class F Class A Class F Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income, basic and diluted $ (602,433) $ (501,075) $ 5,159,256 $ 1,289,814 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 6,611,111 40,000,000 10,000,000 Basic and diluted net (loss) income per common stock $ (0.08 ) $ (0.08 ) $ 0.13 $ 0.13 |
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. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 (loss) income per share for each class of common stock: For the Three Months Ended March 31, 2023 2022 Class A Class F Class A Class F Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income, basic and diluted $ (602,433) $ (501,075) $ 5,159,256 $ 1,289,814 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 6,611,111 40,000,000 10,000,000 Basic and diluted net (loss) income per common stock $ (0.08 ) $ (0.08 ) $ 0.13 $ 0.13 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Summary of class A common stock subject to redemption | As of March 31, 2023 and December 31, 2022, 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 amount 45,817,580 Class A common stock subject to possible redemption, as of December 31, 2021 400,000,000 Plus: Accretion on Class A common stock subject to possible redemption amount 4,101,927 Less: Redemption of Class A common stock subject to possible redemption amount (324,362,141 ) Class A common stock subject to possible redemption, as of December 31, 2022 79,739,786 Plus: Accretion on Class A common stock subject to possible redemption amount 1,874,987 Class A common stock subject to possible redemption, as of March 31, 2023 $ 81,614,773 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | March 31, 2023: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ 933,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 466,670 $ — Working Capital Loan - related party $ — $ — $ 3,897,451 December 31, 2022: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ 533,330 $ — $ — Derivative warrant liabilities - Private placement warrants $ — $ 266,670 $ — Working Capital Loan - related party $ — $ — $ 2,330,370 |
Summary of Change in the Fair Value of Derivative Warrant Liabilities | The change in the fair value of Level 3 liabilities for the three months ended March 31, 2023 is summarized as follows: Working Loans- Related Party Level 3 - Instruments December 31, 2022 $ 2,330,370 Borrowings of working capital loan - related party 2,025,000 Change in fair value of working capital loan - related party (457,919 ) Level 3 - Instruments at March 31, 2023 $ 3,897,451 The change in the fair value of Level 3 derivative warrant liabilities for the three months ended March 31, 2022 is summarized as follows: Derivative Working Capital Related Party Level 3 - Instruments 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 [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 31, 2023 December 31, 2022 Working Capital Loan: Warrant price $ 0.04 $ 0.04 Volatility 0.01 % 0.01 % Risk-free rate 3.57 % 3.99 % Discount rate 15.76 % 15.76 % Probability of Business Combination 80.00 % 80.00 % Term (years) 0.25 0.25 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 19, 2022 | Feb. 01, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Deferred underwriting commissions | $ 14,000,000 | $ 14,000,000 | |||||
Payment to acquire restricted investments | $ 1,430,713 | $ 0 | |||||
Threshold contribution per public share for extension of business combination period | $ 0.06 | ||||||
Restricted investments term | 185 days | ||||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | ||||||
Minimum share price of the residual assets remaining available for distribution | $ 10 | ||||||
Cash | $ 15,406 | 19,750 | $ 476,904 | ||||
Operating bank account | 15,000 | ||||||
Working capital (deficit) | 9,300,000 | ||||||
Proceeds from issuance of common stock | 25,000 | ||||||
Taxes Payable, Current | 1,200,000 | ||||||
Proceeds from unsecured and non-interest bearing promissory note | 192,000 | ||||||
Amount drawn from working capital loans | $ 2,025,000 | $ 1,400,000 | |||||
Maximum threshold deposit in trust account for extension of business combination period | $ 600,000 | ||||||
Sponsor Agreement [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number Of Trading Days For Determining Share Price | 20 days | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Stockholders Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage Of Common stock, shares Issued And Outstanding | 1% | ||||||
Electriq Holders [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
consideration transferred | $ 495,000,000 | ||||||
Electriq Holders [Member] | Lockup Agreement [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Additional Percentage of Restricted Securities | 10% | ||||||
Electriq Holders [Member] | Lockup Agreement [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage of restricted securities | 10% | ||||||
Working Capital Loans [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Amount drawn from working capital loans | $ 5,000,000 | $ 3,000,000 | |||||
Private Placement Warrants [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Class of warrants and rights issued price per warrant | $ 1.5 | ||||||
Proceeds from issuance of warrants | $ 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 | ||||||
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 | ||||||
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 | ||||||
Common Class A [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Common Class A [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number Of Trading Days For Determining Share Price | 20 days | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Common Class A [Member] | Sponsor Agreement [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Share Price | $ 15 | ||||||
Common Class A [Member] | Sponsor Agreement [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | 12.5 | ||||||
Common Class A [Member] | Electriq Holders [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Business acquisition, share price | $ 10 | ||||||
Number of shares of equity interests issued or issuable to acquire entity | 49,500,000 | ||||||
Common Class A [Member] | Electriq Holders [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number Of Trading Days For Determining Share Price | 20 days | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Common Class A [Member] | Electriq Holders [Member] | Lockup Agreement [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number Of Trading Days For Determining Share Price | 20 days | ||||||
Share Price | $ 15 | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Common Class A [Member] | Electriq Holders [Member] | Lockup Agreement [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Share Price | $ 12.5 | ||||||
Public shares [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Threshold contribution per public share for extension of business combination period | $ 10 | ||||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | ||||||
Stock Redeemed or Called During Period, Shares | 32,051,595 | ||||||
Stock Redeemed or Called During Period, Value | $ 324,400,000 | ||||||
Common Class F [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Shares forfeitured during the period shares | 5,000,000 | ||||||
Shares forfeitured during the period value | $ 0 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Common Stock, Shares, Issued | 5,000,000 | 10,000,000 | |||||
Common Class F [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number Of Trading Days For Determining Share Price | 20 days | ||||||
Share Price | $ 15 | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Percentage of additional shares to be released | 10% | ||||||
Common Class F [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number Of Trading Days For Determining Share Price | 20 days | ||||||
Share Price | $ 12.5 | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Common Class F [Member] | Sponsor Agreement [Member] | Share Price Equals Or Exceeds Usd Fifteen [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common Stock, Shares, Issued | 500,000 | ||||||
Common Class F [Member] | Sponsor Agreement [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Common Stock, Shares, Issued | 500,000 | ||||||
Merger Consideration Incentive Shares [Member] | Electriq Holders [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Number of shares of equity interests issued or issuable to acquire entity | 2,000,000 | ||||||
SPAC Founder Shares [Member] | Share Price Equals Or Exceeds Usd Twelve Point Five [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage of Shares to be Released | 10% | ||||||
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% | ||||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | ||||||
Dissolution expense | $ 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% | ||||||
Maximum [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Threshold contribution per public share for extension of business combination period | $ 10 | ||||||
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | ||||||
IPO [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Proceeds from issuance of IPO | $ 400,000,000 | ||||||
Payment to acquire restricted investments | $ 400,000,000 | ||||||
Threshold contribution per public share for extension of business combination period | $ 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 | $ 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 | ||||||
Financings [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Percentage of Leftout incentive shares transferred to equity shareholders on closing of financing | 50% | ||||||
Percentage of Leftout incentive shares transferred to sponser on closing of financing | $ 50 | ||||||
Financings [Member] | Merger Consideration Incentive Shares [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Stock issued during period shares | 2,000,000 | ||||||
Financings [Member] | Incentive Shares [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Stock issued during period shares | 7,000,000 | ||||||
Financings [Member] | New Incentive Shares [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 (Loss) Income per Common Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net (loss) income, basic | $ (602,433) | $ 5,159,256 |
Allocation of net (loss) income, diluted | $ (602,433) | $ 5,159,256 |
Denominator: | ||
Basic weighted average common stock outstanding | 7,948,405 | 40,000,000 |
Diluted weighted average common stock outstanding | 7,948,405 | 40,000,000 |
Basic net (loss) income per common stock | $ (0.08) | $ 0.13 |
Diluted net (loss) income per common stock | $ (0.08) | $ 0.13 |
Common Class F [Member] | ||
Numerator: | ||
Allocation of net (loss) income, basic | $ (501,075) | $ 1,289,814 |
Allocation of net (loss) income, diluted | $ (501,075) | $ 1,289,814 |
Denominator: | ||
Basic weighted average common stock outstanding | 6,611,111 | 10,000,000 |
Diluted weighted average common stock outstanding | 6,611,111 | 10,000,000 |
Basic net (loss) income per common stock | $ (0.08) | $ 0.13 |
Diluted net (loss) income per common stock | $ (0.08) | $ 0.13 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Dec. 28, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Accounting Policies [Line Items] | ||||
FDIC insured amount | $ 250,000 | $ 250,000 | ||
Cash equivalents, at carrying value | 0 | 0 | ||
Deferred tax assets net of valuation allowance | 151,000 | 349,000 | ||
Unrecognized tax benefits | 0 | 0 | ||
Accrued for interest and penalties | $ 0 | $ 0 | ||
Terms Of Restricted Investments | 185 days | |||
Common Class A [Member] | ||||
Accounting Policies [Line Items] | ||||
Temporary equity shares outstanding | 7,948,405 | 7,948,405 | ||
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 ($) | 3 Months Ended | 12 Months Ended | ||
Feb. 01, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
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 | |||
IPO [Member] | ||||
Proceeds from issuance of IPO | $ 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”). | |||
Common Class A [Member] | Public Warrants [Member] | ||||
Shares issuable per warrant | 1 | |||
Class of warrant or right, exercise price of warrants or rights | $ 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 | $ 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 ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 30, 2023 | Jan. 27, 2021 | Oct. 13, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Sep. 29, 2022 | Mar. 15, 2022 | Dec. 31, 2021 | May 31, 2021 | Feb. 01, 2021 | |
Related Party Transaction [Line Items] | |||||||||||
Common stock, threshold percentage on conversion of shares | 20% | ||||||||||
Number of consecutive trading days for determining share price | 10 days | ||||||||||
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | ||||||||||
Proceeds from related party debt | $ 2,025,000 | $ 1,400,000 | |||||||||
General and administrative expenses, related party | 21,000 | $ 20,500 | |||||||||
Accounts Payable [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
General and administrative expenses, related party | 21,000 | $ 20,500 | |||||||||
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 | 5,000,000 | 3,000,000 | ||||||||
Additional proceeds from related party debt | 2,000,000 | ||||||||||
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 | ||||||||||
Debt instrument, convertible, conversion price | $ 1.5 | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 8,000,000 | ||||||||||
Administrative Services Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accounts payable | $ 0 | $ 0 | |||||||||
Private Placement Warrants [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of warrants and rights issued price per warrant | $ 1.5 | ||||||||||
Proceeds from Issuance of Warrants | $ 10,000,000 | ||||||||||
Common Class F [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||
Common stock shares outstanding | 5,000,000 | 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 | |||||||||
Common Class A [Member] | Private Placement Warrants [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares issuable per warrant | 1 | ||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 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 | ||||||||||
Number of consecutive trading days for determining share price | 20 days | ||||||||||
Number of trading days for determining share price | 30 days | ||||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||||||||
Sponsor [Member] | Office Space Administrative And Support Services [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, amounts of transaction | $ 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 | ||||||||||
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% | ||||||||||
Shares forfeited during the period | 5,000,000 | ||||||||||
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 | ||||||||||
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 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||||
May 10, 2023 | Aug. 16, 2022 | Feb. 01, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Underwriting discount paid per unit | $ 0.2 | ||||
Payments for underwriting expense | $ 8,000,000 | ||||
Deferred underwriting commission per unit | $ 0.35 | ||||
Deferred underwriting commissions | $ 14,000,000 | $ 14,000,000 | |||
Contingent fee | $ 1,299,985 | $ 949,000 | |||
Percentage of Federal excise tax on stock buy back | 1% | ||||
Deferred Underwriting Fee | $ 14,000,000 | ||||
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 (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Feb. 01, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Plus: | ||||
Class A common stock subject to possible redemption | $ 81,614,773 | $ 79,739,786 | ||
Common Class A [Member] | ||||
Less: | ||||
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 | 1,874,987 | 4,101,927 | 45,817,580 | |
Class A common stock subject to possible redemption | 81,614,773 | 79,739,786 | 400,000,000 | |
Redemption of Class A common stock subject to possible redemption amount | $ (324,362,141) | |||
IPO [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds from Initial Public Offering | 400,000,000 | |||
Less: | ||||
Fair value of Public Warrants at issuance | $ (24,533,330) | |||
IPO [Member] | Common Class A [Member] | ||||
Temporary Equity [Line Items] | ||||
Gross proceeds from Initial Public Offering | $ 400,000,000 | $ 400,000,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] | 3 Months Ended | |
Mar. 31, 2023 shares $ / shares | Dec. 31, 2022 $ / shares shares | |
Temporary Equity [Line Items] | ||
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | 1 | |
Temporary equity shares outstanding | 7,948,405 | 7,948,405 |
Stockholders' Deficit - Additi
Stockholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | ||||
Jan. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 01, 2021 | |
Class of Stock [Line Items] | |||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares issued | 0 | 0 | |||
Preferred stock shares outstanding | 0 | 0 | |||
Percentage of ownership held by initial shareholders | 20% | ||||
Minimum percentage of outstanding shareholders approval required for amendment | 90% | ||||
Common stock, threshold percentage on conversion of shares | 20% | ||||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 200,000,000 | 200,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Temporary equity shares outstanding | 7,948,405 | 7,948,405 | |||
Common Class A [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares issued | 7,948,405 | 7,948,405 | |||
Common stock shares outstanding | 7,948,405 | 7,948,405 | |||
Common Class F [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | 20,000,000 | 20,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock shares issued | 5,000,000 | 10,000,000 | |||
Common stock shares outstanding | 5,000,000 | 10,000,000 | |||
Temporary equity shares outstanding | 1,250,000 | ||||
Common Class F [Member] | Sponsor [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, threshold percentage on conversion of shares | 20% | ||||
Shares forfeited during the period | 5,000,000 | ||||
Common Class F [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Shares forfeited during the period | (5,000,000) | ||||
Common Class F [Member] | Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares outstanding | 1,250,000 | ||||
Common Class F [Member] | Over-Allotment Option [Member] | Sponsor [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares outstanding | 1,250,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Warrant Liability Disclosure [Line Items] | |
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days |
Number of consecutive trading days for determining share price | 10 days |
Share Price Less Than Or Equals To USD Nine Point Two [Member] | |
Warrant Liability Disclosure [Line Items] | |
Share Price | $ 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% |
Share Price More Than Or Equals To USD Eighteen [Member] | |
Warrant Liability Disclosure [Line Items] | |
Class of Warrants, Redemption Notice Period | 30 days |
Share Price Less Than Or Equals To USD Eighteen [Member] | |
Warrant Liability Disclosure [Line Items] | |
Share Price | $ 10 |
Class of Warrants, Redemption Price Per Unit | $ 0.1 |
Class of Warrants, Redemption Notice Period | 30 days |
Public Warrants [Member] | |
Warrant Liability Disclosure [Line Items] | |
Number of Warrants or Rights Outstanding | shares | 13,333,333 |
Warrants Exercisable Term from the Date of Completion of business Combination | 30 days |
Warrants Exercisable term from the Closing of IPO | 12 months |
Minimum lock in period for SEC registration from date of business combination | 20 days |
Minimum lock In period to become effective after the closing of the initial business combination | 60 days |
Class of warrant or right, exercise price of warrants or rights | $ 11.5 |
Public Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |
Warrant Liability Disclosure [Line Items] | |
Class of Warrants, Redemption Notice Period | 30 days |
Private Placement Warrants [Member] | |
Warrant Liability Disclosure [Line Items] | |
Number of Warrants or Rights Outstanding | shares | 6,666,667 |
Private Placement Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |
Warrant Liability Disclosure [Line Items] | |
Share Price | $ 18 |
Class of Warrants, Redemption Price Per Unit | $ 0.01 |
Number of consecutive trading days for determining share price | 20 days |
Number of trading days for determining share price | 30 days |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - TLGA Working Capital Loan [Member] $ / shares in Units, $ in Millions | Mar. 31, 2023 USD ($) $ / shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ | $ 1.5 |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.5 |
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 ($) | Mar. 31, 2023 | Dec. 31, 2022 |
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 | $ 933,330 | $ 533,330 |
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 | 466,670 | 266,670 |
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 | $ 3,897,451 | $ 2,330,370 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) - Working Capital Loan Related Party [Member] | Mar. 31, 2023 yr shares | Dec. 31, 2022 yr shares |
Measurement Input Warrant Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | shares | 0.04 | 0.04 |
Measurement Input Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 0.01 | 0.01 |
Risk-free rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 3.57 | 3.99 |
Measurement Input Discount Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 15.76 | 15.76 |
Measurement Input Probability Of Business Combination | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 80 | 80 |
Term (yrs) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | yr | 0.25 | 0.25 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of working capital loan - related party | $ (457,919) | $ 0 |
Fair Value, Inputs, Level 3 [Member] | Working Capital Loan Related Party [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Level 3 - Instruments | 2,330,370 | 920,000 |
Transfer of Private Placement Warrants from Level 3 to Level 2 | 0 | |
Borrowings of working capital loan - related party | 2,025,000 | 1,400,000 |
Change in fair value of working capital loan - related party | (457,919) | |
Level 3 - Instruments | $ 3,897,451 | 2,320,000 |
Fair Value, Inputs, Level 3 [Member] | 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 | |
Transfer of Private Placement Warrants from Level 3 to Level 2 | (3,666,670) | |
Borrowings of working capital loan - related party | 0 | |
Level 3 - Instruments |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | May 01, 2023 | Apr. 26, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Mar. 15, 2022 | May 31, 2021 |
Subsequent Event [Line Items] | |||||||
Cash | $ 15,406 | $ 476,904 | $ 19,750 | ||||
Working Capital Loan [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Additional borrowings under working capital loans | $ 5,000,000 | $ 2,000,000 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash | $ 476,904 | ||||||
Subsequent Event [Member] | Working Capital Loan [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Additional borrowings under working capital loans | $ 550,000 | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,595,000 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 2,405,000 |