Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Z-Work Acquisition Corp. | |
Trading Symbol | ZWRK | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001828438 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39800 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3333982 | |
Entity Address, Address Line One | 575 Fifth Avenue | |
Entity Address, Address Line Two | 15th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | (626) | |
Local Phone Number | 867-7295 | |
Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 per share, included as part of the Units | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 359,534 | $ 997,291 |
Prepaid expenses | 159,580 | 463,104 |
Total Current Assets | 519,114 | 1,460,395 |
Investments held in Trust Account | 230,975,701 | 230,034,876 |
TOTAL ASSETS | 231,494,815 | 231,495,271 |
Current liabilities | ||
Accounts payable and accrued expenses | 3,132,850 | 1,251,964 |
Accrued offering costs | 339 | 339 |
Income taxes payable | 198,605 | |
Total Current Liabilities | 3,331,794 | 1,252,303 |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 |
Warrant liabilities | 434,000 | 8,107,334 |
Total Liabilities | 11,815,794 | 17,409,637 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 300,000,000 shares authorized, 23,000,000 shares at a redemption value of $10.03 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively | 230,747,096 | 230,000,000 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 575 | 575 |
Accumulated deficit | (11,068,650) | (15,914,941) |
Total Stockholders’ Deficit | (11,068,075) | (15,914,366) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 231,494,815 | $ 231,495,271 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption value par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares authorized | 300,000,000 | 300,000,000 |
Common stock subject to possible redemption | 23,000,000 | 23,000,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.03 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
General and administrative expenses | $ 1,200,581 | $ 1,129,093 | $ 3,142,967 | $ 2,116,139 |
Loss from operations | (1,200,581) | (1,129,093) | (3,142,967) | (2,116,139) |
Other income: | ||||
Change in fair value of warrant liabilities | 1,054,000 | 3,271,333 | 7,673,334 | 5,893,334 |
Transaction costs incurred in connection with warrant liabilities | (489,399) | |||
Interest earned on investments held in Trust Account | 1,151,721 | 4,916 | 1,261,625 | 29,159 |
Total other income, net | 2,205,721 | 3,276,249 | 8,934,959 | 5,433,094 |
Income before provision for income taxes | 1,005,140 | 2,147,156 | 5,791,992 | 3,316,955 |
Provision for income taxes | (198,605) | (198,605) | ||
Net income | $ 806,535 | $ 2,147,156 | $ 5,593,387 | $ 3,316,955 |
Class A Common Stock | ||||
Other income: | ||||
Basic Weighted average shares outstanding (in Shares) | 23,000,000 | 23,000,000 | 23,000,000 | 20,304,029 |
Basic and diluted net income per share (in Dollars per share) | $ 0.03 | $ 0.07 | $ 0.19 | $ 0.13 |
Class B Common Stock | ||||
Other income: | ||||
Basic Weighted average shares outstanding (in Shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,662,088 |
Basic and diluted net income per share (in Dollars per share) | $ 0.03 | $ 0.07 | $ 0.19 | $ 0.13 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A Common Stock | ||||
Basic Weighted average shares outstanding (in Shares) | 23,000,000 | 23,000,000 | 23,000,000 | 20,304,029 |
Basic and diluted net income per share (in Dollars per share) | $ 0.03 | $ 0.07 | $ 0.19 | $ 0.13 |
Class B Common Stock | ||||
Basic Weighted average shares outstanding (in Shares) | 5,750,000 | 5,750,000 | 5,750,000 | 5,662,088 |
Basic and diluted net income per share (in Dollars per share) | $ 0.03 | $ 0.07 | $ 0.19 | $ 0.13 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 575 | $ 24,425 | $ (761) | $ 24,239 |
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | |||
Accretion for Class A Common Stock Subject to Redemption | (1,728,425) | (19,178,828) | (20,907,253) | |
Excess cash received in sale of 4,733,333 Private Placement Warrants | 1,704,000 | 1,704,000 | ||
Net income (loss) | 4,016,398 | 4,016,398 | ||
Balance at Mar. 31, 2021 | $ 575 | (15,163,191) | (15,162,616) | |
Balance (in Shares) at Mar. 31, 2021 | 5,750,000 | |||
Balance at Dec. 31, 2020 | $ 575 | 24,425 | (761) | 24,239 |
Balance (in Shares) at Dec. 31, 2020 | 5,750,000 | |||
Net income (loss) | 3,316,955 | |||
Balance at Sep. 30, 2021 | $ 575 | (15,862,634) | (15,862,059) | |
Balance (in Shares) at Sep. 30, 2021 | 5,750,000 | |||
Balance at Mar. 31, 2021 | $ 575 | (15,163,191) | (15,162,616) | |
Balance (in Shares) at Mar. 31, 2021 | 5,750,000 | |||
Net income (loss) | (2,846,599) | (2,846,599) | ||
Balance at Jun. 30, 2021 | $ 575 | (18,009,790) | (18,009,215) | |
Balance (in Shares) at Jun. 30, 2021 | 5,750,000 | |||
Net income (loss) | 2,147,156 | 2,147,156 | ||
Balance at Sep. 30, 2021 | $ 575 | (15,862,634) | (15,862,059) | |
Balance (in Shares) at Sep. 30, 2021 | 5,750,000 | |||
Balance at Dec. 31, 2021 | $ 575 | (15,914,941) | (15,914,366) | |
Balance (in Shares) at Dec. 31, 2021 | 5,750,000 | |||
Net income (loss) | 3,648,586 | 3,648,586 | ||
Balance at Mar. 31, 2022 | $ 575 | (12,266,355) | (12,265,780) | |
Balance (in Shares) at Mar. 31, 2022 | 5,750,000 | |||
Balance at Dec. 31, 2021 | $ 575 | (15,914,941) | (15,914,366) | |
Balance (in Shares) at Dec. 31, 2021 | 5,750,000 | |||
Net income (loss) | 5,593,387 | |||
Balance at Sep. 30, 2022 | $ 575 | (11,068,650) | (11,068,075) | |
Balance (in Shares) at Sep. 30, 2022 | 5,750,000 | |||
Balance at Mar. 31, 2022 | $ 575 | (12,266,355) | (12,265,780) | |
Balance (in Shares) at Mar. 31, 2022 | 5,750,000 | |||
Net income (loss) | 1,138,266 | 1,138,266 | ||
Balance at Jun. 30, 2022 | $ 575 | (11,128,089) | (11,127,514) | |
Balance (in Shares) at Jun. 30, 2022 | 5,750,000 | |||
Accretion for Class A Common Stock Subject to Redemption | (747,096) | (747,096) | ||
Net income (loss) | 806,535 | 806,535 | ||
Balance at Sep. 30, 2022 | $ 575 | $ (11,068,650) | $ (11,068,075) | |
Balance (in Shares) at Sep. 30, 2022 | 5,750,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Sale of private placement warrants | $ 4,733,333 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 5,593,387 | $ 3,316,955 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (1,261,625) | (29,159) |
Change in fair value of warrant liabilities | (7,673,334) | (5,893,334) |
Transaction costs related to warrant liabilities | 489,399 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 303,524 | (586,909) |
Accounts payable and accrued expenses | 1,880,886 | 1,566,844 |
Income taxes payable | 198,605 | |
Net cash used in operating activities | (958,557) | (1,136,204) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (230,000,000) | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 320,800 | |
Net cash provided by (used in) investing activities | 320,800 | (230,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 225,400,000 | |
Proceeds from sale of Private Placement Warrants | 7,100,000 | |
Repayment of promissory note – related party | (99,073) | |
Payment of offering costs | (214,667) | |
Net cash provided by financing activities | 232,186,260 | |
Net Change in Cash | (637,757) | 1,050,056 |
Cash – Beginning of period | 997,291 | 25,000 |
Cash – End of period | 359,534 | 1,075,056 |
Non-Cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 339 | |
Offering costs paid through promissory note | 60,362 | |
Deferred underwriting fee payable | $ 8,050,000 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Z-Work Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 30, 2020. The Company was formed 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 early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from September 30, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2021. On February 2, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,733,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Z-Work Holdings LLC (the “Sponsor”) and Jefferies LLC (“Jefferies”), generating gross proceeds of $7,100,000, which is described in Note 4. Transaction costs amounted to $13,088,318 consisting of $4,600,000 in cash underwriting fees, net of reimbursement, $8,050,000 of deferred underwriting fees and $438,318 of other offering costs, of which $125,000 was paid through a transfer of membership interests in the Sponsor. Following the closing of the Initial Public Offering on February 2, 2021, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and were invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of 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 funds held in 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 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 with one or more operating businesses or assets with a fair market value equal to 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 deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business 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 outstanding 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. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by February 2, 2023 and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The Company has until February 2, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, 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 prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. 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 and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2022, the Company had $359,534 in its operating bank accounts, $230,975,701 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and a working capital deficit of $2,812,680. The Company intends to complete a Business Combination by February 2, 2023. However, in the absence of a completed Business Combination, the Company may require additional capital. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of September 30, 2022 and December 31, 2021, no Working Capital Loans were outstanding. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business Combination by February 2, 2023, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s 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 February 2, 2023. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic, rising interest rates and increased inflation and their macro-economic impact on the Company’s business objectives and has concluded that while it is reasonably possible that the virus, interest rates and inflation 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 the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including the ongoing war between Russia and the Ukraine, rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), have contributed and may continue to contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide including increases in inflation and supply chain headwinds. The ongoing global market volatility and inflation and responses by the U.S. Federal Reserve and other central banking systems around the world to increase interest rates could adversely affect the Company's ability to complete a business combination. Additionally, in response to the ongoing war between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the foregoing factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could materially and adversely affect the Company's ability to complete a business combination and the value of the Company's securities. The unaudited financial statements do not include any adjustments that might result from the outcome of these uncertainties. Special Meeting to Allow Early Redemption and Liquidation On November 10, 2022, the Company filed a definitive proxy statement relating to a special meeting of stockholders to approve (i) an amendment to the Company’s amended and restated certificate of incorporation (the “Charter Amendment Proposal”) and (ii), an amendment to the Investment Management Trust Agreement, dated January 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (the “Trust Amendment Proposal” and together with the Charter Amendment Proposal, the “Proposals”), which would, if implemented, allow the Company to redeem all of its outstanding Public Shares in advance of the Company’s contractual expiration date of February 2, 2023 by changing the date by which the Company must cease all operations except for the purpose of winding up if it fails to complete a Business Combination from February 2, 2023, to the later of (x) December 8, 2022 or (y) the date of effectiveness of the second amended and restated charter (the “Amended Termination Date”). If the Proposals are approved, and because the Company will not be able to complete a Business Combination by the Amended Termination Date, the Company will immediately after the special meeting, cease all operations, except for the purpose of winding up and as promptly as reasonably possible, but not more than ten business days thereafter subject to lawfully available funds therefore, redeem all Public Shares (the “Mandatory Redemption”). The Company expects to complete the Mandatory Redemption on or around December 8, 2022, if stockholders approve the Proposals. As promptly as reasonably possible following such Mandatory Redemption, and subject to the approval of the Company’s then remaining stockholders and the Board, in accordance with applicable law, the Company will dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware to provide for claims of creditors and the requirements of other applicable law. The virtual special meeting will be held on December 8, 2022 at 12 p.m. Eastern Time, and the record date for the meeting is the close of business (New York time) on November 3, 2022. Pursuant to the amended and restated certificate, a Public Stockholder may request that the Company redeem all or a portion of its Public Shares for cash if the Charter Amendment Proposal is approved. Notwithstanding the foregoing, if the Charter Amendment Proposal is approved, and because the Company will not be able to complete a Business Combination by the Amended Termination Date, the Company will be obligated to redeem all Public Shares as promptly as reasonably possible after the Amended Termination Date. Therefore, no action is required by our Public Stockholders to redeem their Public Shares. If the Proposals are approved, the Public Shares will be automatically redeemed as part of the Mandatory Redemption. Consideration of IR Act Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act, among other things, imposes a new U.S. federal 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations on or after January 1, 2023, with certain exceptions, imposed on the repurchasing corporation (the “Excise Tax”). Because the Company is a Delaware corporation and the Company’s securities are traded on the Nasdaq, the Company will likely be considered a “covered corporation” within the meaning of the IR Act. While not free from doubt, absent further guidance from Congress or the U.S. Department of Treasury, there is significant risk that the Excise Tax will apply to any redemption of the Company’s Public Shares after December 31, 2022, including redemptions in connection with a Business Combination and any amendment to the Company’s certificate of incorporation to extend the time to consummate a business combination, unless an exemption is available. In addition, the Excise Tax may make a transaction with the Company less appealing to potential business combination targets, and thus, potentially hinder the Company’s ability to enter into and consummate a business combination. Further, the application of the Excise Tax in the event of a liquidation after December 31, 2022 is uncertain, and could impact the per-share amount that would otherwise be received by the Company’s stockholders in connection with the Company’s liquidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 29, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Offering Costs Offering costs consisted of legal, accounting and other expenses 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $12,473,919 were charged to temporary stockholders’ equity upon the completion of the Initial Public Offering, and other offering costs of $489,399 that were charged to the statement of operations, of which $125,000 was paid through a transfer of membership interests in the Sponsor. 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 Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, 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 occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. There was no change to redemption value as of September 30, 2022 and December 31, 2021. At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (8,433,334 ) Class A common stock issuance costs (12,473,919 ) Plus: Accretion of carrying value to redemption value 20,907,253 Class A common stock subject to possible redemption – December 31, 2021 230,000,000 Plus: Accretion of Class A common stock to redemption value 747,096 Class A common stock subject to possible redemption – September 30, 2022 $ 230,747,096 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations. See Note 9 for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the warrant liabilities. Income Taxes The Company’s net deferred tax assets are as follows: September 30, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ 34,836 Startup/Organization Expenses $ 1,007,117 $ 378,594 Total deferred tax assets 1,007,117 413,430 Valuation allowance (1,007,117 ) (413,430 ) Deferred tax assets, net of allowance $ — $ — The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 19.76 % and 0% for the three months ended September 30, 2022 and 2021, respectively, 3.43% and 0% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liabilities, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable Class A common stock are excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share amounts): For the Three Months Ended For the Three Months Ended For the Nine Months Ended For the Nine Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income, as adjusted $ 645,228 $ 161,307 $ 1,717,725 $ 429,431 $ 4,474,710 $ 1,118,677 $ 2,593,670 $ 723,285 Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 23,000,000 5,750,000 20,304,029 5,662,088 Basic and diluted net income per common share $ 0.03 $ 0.03 $ 0.07 $ 0.07 $ 0.19 $ 0.19 $ 0.13 $ 0.13 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities (excluding the warrant liabilities) which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operation or cash flows. 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 financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Jefferies purchased an aggregate of 4,733,333 Private Placement Warrants (3,966,666 warrants to the Sponsor and 766,667 warrants to Jefferies), at a price of $1.50 per Private Placement Warrant ($7,100,000) from the Company in a private placement. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 9). The proceeds from the sale of the Private Placement Warrants were added to the net 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 proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On December 1, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, the Founder Shares are no longer subject to forfeiture. The Sponsor has 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 a Business Combination and (B) subsequent to a Business Combination, (x) 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 capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement Pursuant to an administrative support agreement with our sponsor, dated as of January 28, 2021, as amended, we agreed to pay our sponsor a total of $12,500 per month, for up to 24 months, or $150,000 per year, $100,000 of which will be paid to Mr. Roston as an annual cash salary and $50,000 of which will be paid for additional support services expected to be sourced from Communitas Capital, a venture firm of which our Executive Co-Chairman Doug Atkin is Managing Partner. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company incurred $37,500 and $112,500 in fees for these services, respectively. For the three and nine months ended September 30, 2021, the Company incurred $37,500 and $95,833 in fees for these services, respectively. As of September 30, 2022 and December 31, 2021, respectively, $12,500 and $0 is included in accounts payable and accrued expenses in the accompanying condensed balance sheets. Promissory Note — Related Party On October 1, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing. As of September 30, 2022 and December 31, 2021, there were no borrowings outstanding under the Promissory Note. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would 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 Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding. Anchor Investor P. Schoenfeld Asset Management LP, an institutional investor (the “anchor investor” or “PSAM”) purchased 2,000,000 of the units sold in the Initial Public Offering, or 8.7% of the units sold in our Initial Public Offering, at the public offering price of $10.00 per unit. PSAM has also purchased membership interests in our sponsor representing an indirect beneficial interest in 400,000 founder shares and 666,667 private placement warrants held by our sponsor (which we refer to as the “anchor founder shares” and “anchor private placement warrants”, respectively) for $1,000,000, which represents a price for founder shares and private placement warrants equal to those paid by other outside investors in our sponsor. The terms to which the anchor founder shares and the anchor private placement warrants, respectively, are subject are also substantially identical to the terms to which the remaining founder shares and private placement warrants, respectively, are subject, except that: (i) PSAM will receive no anchor founder shares or anchor private placement warrants if it does not pay the $1,000,000 purchase price; (ii) PSAM will forfeit, for no additional consideration or refund, 75% of the anchor founder shares and 75% of the anchor private placement warrants it has purchased if it does not also purchase 9.9% of the units in our Initial Public Offering, or if it purchases such units but sells units or public shares or redeems public shares prior to or in connection with the completion of our initial business combination such that it no longer holds public shares equal in number to at least 9.9% of the number of units sold in our Initial Public Offering. Following the completion of our initial business combination, the anchor founder shares and the anchor private placement warrants, respectively, will be subject to the same lock-up restrictions as all other founder shares and private placement warrants, respectively. Following the completion of our initial business combination, PSAM’s public shares will be subject to a lock-up restricting their sale or other transfer, such that 50% of such shares will become freely tradable (subject to applicable securities laws) after 30 days and the remaining 50% of such shares will become freely tradable (subject to applicable securities laws) after 90 days. If PSAM does not sell units or public shares or redeem public shares such that it holds a lesser number of public shares than 9.9% of the number of units sold in our Initial Public Offering and complies with the post-business combination lock-ups, then our sponsor will thereafter extend to PSAM a right of first refusal to participate on substantially similar terms in our sponsor’s next special purpose acquisition company (if any) and, if PSAM similarly invests and holds in any such second special purpose acquisition company, then our sponsor will extend to PSAM a right of first refusal to participate on substantially similar terms in our sponsor’s next special purpose acquisition company thereafter (if any). Notwithstanding the foregoing, pursuant to a letter agreement with PSAM dated December 30, 2021, the Company has agreed with PSAM that if the Company completes a business combination identified by Foresight Consulting Group LLC, which has been engaged by the Sponsor to provide certain consulting services for the Sponsor, the anchor investor’s lock-up restrictions with respect to the anchor investor’s shares of the Company shall be waived. PSAM has not been granted any additional stockholder or other rights, and through its membership interests in our sponsor will have no right to control our sponsor or vote or dispose of any founder shares (which will continue to be held and voted by our sponsor until after our initial business combination). In addition, PSAM is not required to vote any of its public shares in favor of our initial business combination or for or against any other matter presented for a stockholder vote. Nevertheless, purchases by PSAM of units in our Initial Public Offering, or of our securities in the open market after the completion of our Initial Public Offering, or both, could potentially allow PSAM to control a sufficient number of public shares to influence the conduct of our business, including with respect to a business combination. No assurance can be given as to the amount of securities PSAM may retain or purchase in the open market following our Initial Public Offering. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on January 28, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will have registration rights to require the Company to register a sale of any of the securities held by them. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company, subject to certain limitations. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 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. If the Proposals are approved, and because the Company will not be able to complete an initial Business Combination by the Amended Termination Date, the deferred underwriting commission will be included in the distribution of the proceeds held in the Trust Account made to the Public Stockholders upon liquidation in accordance with the terms of the underwriting agreement entered into in connection with the Initial Public Offering. In connection with the liquidation, the underwriters will forfeit any rights or claims to the deferred underwriting commission. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Deficit [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock no Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the a Business Combination and any private placement-equivalent warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one for one basis. |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANT LIABILITIES | NOTE 8 — WARRANT LIABILITIES As of September 30, 2022 and December 31, 2021, there were 7,666,667 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 ● in whole and not in part; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 ● in whole and not in part, and only if the Private Placement Warrants are simultaneously redeemed; ● at a price of $0.01 per warrant; ● 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 based on the redemption date and the “fair market value” of the shares of Class A common stock; ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of September 30, 2022 and December 31, 2021, there were 4,733,333 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2022 and December 31, 2021, assets held in the Trust Account was comprised of $230,975,701 and $230,034,876 in money market funds invested in U.S. Treasury securities, respectively. During the periods ended September 30, 2022 and December 31, 2021, the Company withdrew $320,800 and $0 interest income from the Trust Account, respectively. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level September 30, 2022 Level December 31, 2021 Assets: Investments held in Trust Account 1 $ 230,975,701 1 $ 230,034,876 Liabilities: Warrant Liabilities – Public Warrants 1 $ 268,333 1 $ 4,983,334 Warrant Liabilities – Private Placement Warrants 2 $ 165,667 3 $ 3,124,000 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying September 30, 2022 and December 31, 2021 condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The Public Warrants were initially valued using a Monte Carlo simulation approach. For periods subsequent to the detachment of the warrants from the Units, the closing trading price for the public warrants was used as the fair value of the Public Warrants. For periods prior to September 30, 2022, the Private Placement Warrants were valued using a Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For September 30, 2022, the fair value of the Private Placement Warrants is measured based on the listed market price of the public warrants. The key inputs into the valuation models for the Private Placement Warrants were as follows: Input December 31, Market price $ 9.74 Risk-free interest rate 1.33 % Dividend yield 0.00 % Effective volatility 11.00 % Exercise price $ 11.50 Time to expiration 5.67 The following table presents the changes in the fair value of warrant liabilities using Level 3 fair value measurements: Private Public Warrant Fair value as of December 31, 2021 $ 3,124,000 $ — $ 3,124,000 Change in fair value (1,940,667 ) — (1,940,667 ) Fair value as of March 31, 2022 $ 1,183,333 $ — $ 1,183,333 Change in fair value (615,333 ) — (615,333 ) Fair value as of June 30, 2022 $ 568,000 $ — $ 568,000 Change in fair value (402,333 ) — (402,333 ) Transfer to Level 2 (165,667 ) — (165,667 ) Fair value as of September 30, 2022 $ — $ — $ — Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 2, 2021 5,396,000 8,433,334 13,829,334 Change in valuation inputs or other assumptions (1,893,334 ) (2,913,334 ) (4,806,668 ) Transfer to Level 1 — (5,520,000 ) (5,520,000 ) Fair value as of March 31, 2021 $ 3,502,666 — 3,502,666 Change in fair value 804,667 — 804,667 Fair value as of June 30, 2021 $ 4,307,333 — 4,307,333 Change in fair value (1,278,000 ) — (1,278,000 ) Fair value as of September 30, 2021 $ 3,029,333 $ — $ 3,029,333 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the public warrants transferring from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was approximately $5.5 million. The Private Warrants transferred from Level 3 to Level 2 measurement during the three and nine months ended September 30, 2022. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements that have not otherwise been disclosed in the notes to the unaudited condensed financial statements above. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 29, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses 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 allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $12,473,919 were charged to temporary stockholders’ equity upon the completion of the Initial Public Offering, and other offering costs of $489,399 that were charged to the statement of operations, of which $125,000 was paid through a transfer of membership interests in the Sponsor. |
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 Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, 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 occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. There was no change to redemption value as of September 30, 2022 and December 31, 2021. At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (8,433,334 ) Class A common stock issuance costs (12,473,919 ) Plus: Accretion of carrying value to redemption value 20,907,253 Class A common stock subject to possible redemption – December 31, 2021 230,000,000 Plus: Accretion of Class A common stock to redemption value 747,096 Class A common stock subject to possible redemption – September 30, 2022 $ 230,747,096 |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheets date until exercised, and any change in fair value is recognized in our statements of operations. See Note 9 for further discussion of the pertinent terms of the Warrants and Note 9 for further discussion of the methodology used to determine the value of the warrant liabilities. |
Income Taxes | Income Taxes The Company’s net deferred tax assets are as follows: September 30, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ 34,836 Startup/Organization Expenses $ 1,007,117 $ 378,594 Total deferred tax assets 1,007,117 413,430 Valuation allowance (1,007,117 ) (413,430 ) Deferred tax assets, net of allowance $ — $ — The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 19.76 % and 0% for the three months ended September 30, 2022 and 2021, respectively, 3.43% and 0% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liabilities, and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable Class A common stock are excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except share amounts): For the Three Months Ended For the Three Months Ended For the Nine Months Ended For the Nine Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income, as adjusted $ 645,228 $ 161,307 $ 1,717,725 $ 429,431 $ 4,474,710 $ 1,118,677 $ 2,593,670 $ 723,285 Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 23,000,000 5,750,000 20,304,029 5,662,088 Basic and diluted net income per common share $ 0.03 $ 0.03 $ 0.07 $ 0.07 $ 0.19 $ 0.19 $ 0.13 $ 0.13 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities (excluding the warrant liabilities) which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operation or cash flows. 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 financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule Of Class A Common Stock Reflected In The Condensed Balance Sheet Is Reconciled Abstract | |
Schedule of Class A common stock reflected in the condensed balance sheet is reconciled | Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (8,433,334 ) Class A common stock issuance costs (12,473,919 ) Plus: Accretion of carrying value to redemption value 20,907,253 Class A common stock subject to possible redemption – December 31, 2021 230,000,000 Plus: Accretion of Class A common stock to redemption value 747,096 Class A common stock subject to possible redemption – September 30, 2022 $ 230,747,096 |
Schedule of net deferred tax assets | September 30, December 31, 2022 2021 Deferred tax assets Net operating loss carryforward $ — $ 34,836 Startup/Organization Expenses $ 1,007,117 $ 378,594 Total deferred tax assets 1,007,117 413,430 Valuation allowance (1,007,117 ) (413,430 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of basic and diluted net income (loss) per common share | For the Three Months Ended For the Three Months Ended For the Nine Months Ended For the Nine Months Ended Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income, as adjusted $ 645,228 $ 161,307 $ 1,717,725 $ 429,431 $ 4,474,710 $ 1,118,677 $ 2,593,670 $ 723,285 Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 23,000,000 5,750,000 20,304,029 5,662,088 Basic and diluted net income per common share $ 0.03 $ 0.03 $ 0.07 $ 0.07 $ 0.19 $ 0.19 $ 0.13 $ 0.13 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of company’s assets and liabilities that are measured at fair value on recurring basis | Level September 30, 2022 Level December 31, 2021 Assets: Investments held in Trust Account 1 $ 230,975,701 1 $ 230,034,876 Liabilities: Warrant Liabilities – Public Warrants 1 $ 268,333 1 $ 4,983,334 Warrant Liabilities – Private Placement Warrants 2 $ 165,667 3 $ 3,124,000 |
Schedule of black scholes model for the private placement warrants | Input December 31, Market price $ 9.74 Risk-free interest rate 1.33 % Dividend yield 0.00 % Effective volatility 11.00 % Exercise price $ 11.50 Time to expiration 5.67 |
Schedule of changes in fair value of warrant liabilities | Private Public Warrant Fair value as of December 31, 2021 $ 3,124,000 $ — $ 3,124,000 Change in fair value (1,940,667 ) — (1,940,667 ) Fair value as of March 31, 2022 $ 1,183,333 $ — $ 1,183,333 Change in fair value (615,333 ) — (615,333 ) Fair value as of June 30, 2022 $ 568,000 $ — $ 568,000 Change in fair value (402,333 ) — (402,333 ) Transfer to Level 2 (165,667 ) — (165,667 ) Fair value as of September 30, 2022 $ — $ — $ — Private Public Warrant Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on February 2, 2021 5,396,000 8,433,334 13,829,334 Change in valuation inputs or other assumptions (1,893,334 ) (2,913,334 ) (4,806,668 ) Transfer to Level 1 — (5,520,000 ) (5,520,000 ) Fair value as of March 31, 2021 $ 3,502,666 — 3,502,666 Change in fair value 804,667 — 804,667 Fair value as of June 30, 2021 $ 4,307,333 — 4,307,333 Change in fair value (1,278,000 ) — (1,278,000 ) Fair value as of September 30, 2021 $ 3,029,333 $ — $ 3,029,333 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Feb. 02, 2021 | Aug. 16, 2022 | Sep. 30, 2022 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Price per warrants (in Dollars per share) | $ 1.5 | ||
Transaction costs | $ 13,088,318 | ||
Cash underwriting fees | 4,600,000 | ||
Deferred underwriting fees | 8,050,000 | ||
Other offering costs | 438,318 | ||
Transfer of membership interests | $ 125,000 | ||
Fair market value in the trust account, percentage | 80% | ||
Public per share (in Dollars per share) | $ 10 | ||
Net tangible assets | $ 5,000,001 | ||
Aggregate of public shares, percentage | 15% | ||
Redemption of public shares, percentage | 100% | ||
Dissolution expenses | $ 100,000 | ||
Transaction agreement, description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, 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 prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor 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”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. | ||
Operating bank accounts | $ 359,534 | ||
Securities held in trust account | 230,975,701 | ||
Working capital | 2,812,680 | ||
Loans convertible into warrants | $ 1,500,000 | ||
U.S.federal excise tax, percentage | 1% | ||
Initial Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of stock units (in Shares) | 23,000,000 | ||
Price per warrants (in Dollars per share) | $ 10 | ||
Net proceeds | $ 230,000,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Sale of stock units (in Shares) | 3,000,000 | ||
Price per warrants (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 230,000,000 | ||
Private Placement Warrants [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Price per warrants (in Dollars per share) | $ 1.5 | ||
Sale of warrants (in Shares) | 4,733,333 | ||
Gross proceeds | $ 7,100,000 | ||
Business Combination [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Percentage of outstanding voting securities | 50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Offering costs (in Dollars) | $ 12,473,919 | |||
Sponsor fees (in Dollars) | $ 125,000 | |||
Effective tax rate | 19.76% | 0% | 3.43% | 0% |
Statutory tax rate | 21% | 21% | 21% | 21% |
Federal depository insurance coverage (in Dollars) | $ 250,000 | $ 250,000 | ||
Initial Public Offering [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Offering costs (in Dollars) | $ 489,399 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A common stock reflected in the condensed balance sheet is reconciled | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Schedule Of Class ACommon Stock Reflected In The Condensed Balance Sheet Is Reconciled Abstract | |
Gross proceeds | $ 230,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (8,433,334) |
Class A common stock issuance costs | (12,473,919) |
Plus: | |
Accretion of carrying value to redemption value | 20,907,253 |
Class A common stock subject to possible redemption – December 31, 2021 | 230,000,000 |
Plus: | |
Accretion of Class A common stock to redemption value | 747,096 |
Class A common stock subject to possible redemption – September 30, 2022 | $ 230,747,096 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of net deferred tax assets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforward | $ 34,836 | |
Startup/Organization Expenses | 1,007,117 | 378,594 |
Total deferred tax assets | 1,007,117 | 413,430 |
Valuation allowance | (1,007,117) | (413,430) |
Deferred tax assets, net of allowance |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A [Member] | ||||
Numerator: | ||||
Allocation of net income, as adjusted | $ 645,228 | $ 1,717,725 | $ 4,474,710 | $ 2,593,670 |
Denominator: | ||||
Basic and diluted weighted average shares outstanding | 23,000,000 | 23,000,000 | 23,000,000 | 20,304,029 |
Basic and diluted net income per common share | $ 0.03 | $ 0.07 | $ 0.19 | $ 0.13 |
Class B [Member] | ||||
Numerator: | ||||
Allocation of net income, as adjusted | $ 161,307 | $ 429,431 | $ 1,118,677 | $ 723,285 |
Denominator: | ||||
Basic and diluted weighted average shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | 5,662,088 |
Basic and diluted net income per common share | $ 0.03 | $ 0.07 | $ 0.19 | $ 0.13 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Initial Public Offering [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of units | $ | $ 23,000,000 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of units | $ | $ 3,000,000 |
Price per unit | $ / shares | $ 10 |
Class A Common Stock [Member] | |
Initial Public Offering (Details) [Line Items] | |
Price per share | $ / shares | $ 11.5 |
Private Placement (Details)
Private Placement (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Warrants [Member] | |
Private Placement (Details) [Line Items] | |
Purchase of aggregate shares | 3,966,666 |
Private Placement Warrants [Member] | |
Private Placement (Details) [Line Items] | |
Purchase of aggregate shares | 4,733,333 |
Per share price (in Dollars per share) | $ / shares | $ 1.5 |
Private placement warrant value (in Dollars) | $ | $ (7,100,000) |
Sponsors [Member] | |
Private Placement (Details) [Line Items] | |
Purchase of aggregate shares | 766,667 |
Class A Common Stock [Member] | |
Private Placement (Details) [Line Items] | |
Per share price (in Dollars per share) | $ / shares | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Dec. 01, 2020 | Jan. 28, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 01, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Incurred fees for services | $ 37,500 | $ 37,500 | $ 112,500 | $ 95,833 | ||||
Accounts payable and accrued expenses | 12,500 | 12,500 | $ 0 | |||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | ||||||
Warrant per share price (in Dollars per share) | $ 1.5 | $ 1.5 | ||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Purchase of shares (in Shares) | 5,750,000 | |||||||
subject to forfeited shares (in Shares) | 750,000 | |||||||
Issued and outstanding shares, percentage | 20% | |||||||
Class B Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Amount of sponsor paid | $ 25,000 | |||||||
PSAM [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Purchased membership interests | PSAM has also purchased membership interests in our sponsor representing an indirect beneficial interest in 400,000 founder shares and 666,667 private placement warrants held by our sponsor (which we refer to as the “anchor founder shares” and “anchor private placement warrants”, respectively) for $1,000,000, which represents a price for founder shares and private placement warrants equal to those paid by other outside investors in our sponsor. The terms to which the anchor founder shares and the anchor private placement warrants, respectively, are subject are also substantially identical to the terms to which the remaining founder shares and private placement warrants, respectively, are subject, except that: (i) PSAM will receive no anchor founder shares or anchor private placement warrants if it does not pay the $1,000,000 purchase price; (ii) PSAM will forfeit, for no additional consideration or refund, 75% of the anchor founder shares and 75% of the anchor private placement warrants it has purchased if it does not also purchase 9.9% of the units in our Initial Public Offering, or if it purchases such units but sells units or public shares or redeems public shares prior to or in connection with the completion of our initial business combination such that it no longer holds public shares equal in number to at least 9.9% of the number of units sold in our Initial Public Offering. Following the completion of our initial business combination, the anchor founder shares and the anchor private placement warrants, respectively, will be subject to the same lock-up restrictions as all other founder shares and private placement warrants, respectively. Following the completion of our initial business combination, PSAM’s public shares will be subject to a lock-up restricting their sale or other transfer, such that 50% of such shares will become freely tradable (subject to applicable securities laws) after 30 days and the remaining 50% of such shares will become freely tradable (subject to applicable securities laws) after 90 days. If PSAM does not sell units or public shares or redeem public shares such that it holds a lesser number of public shares than 9.9% of the number of units sold in our Initial Public Offering and complies with the post-business combination lock-ups, then our sponsor will thereafter extend to PSAM a right of first refusal to participate on substantially similar terms in our sponsor’s next special purpose acquisition company (if any) and, if PSAM similarly invests and holds in any such second special purpose acquisition company, then our sponsor will extend to PSAM a right of first refusal to participate on substantially similar terms in our sponsor’s next special purpose acquisition company thereafter (if any). | |||||||
PSAM [Member] | IPO [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Purchase of shares (in Shares) | 2,000,000 | |||||||
Percentage of units sold | 8.70% | |||||||
offering price per share (in Dollars per share) | $ 10 | |||||||
Business Combination [Member] | Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Per share price (in Dollars per share) | $ 12 | |||||||
Promissory Note [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Aggregate principal amount | $ 300,000 | |||||||
Administrative Services Agreement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Amount of sponsor paid | $ 12,500 | |||||||
Amount of sponsor paid per year | 150,000 | |||||||
Annual cash salary | 50,000 | |||||||
Administrative Services Agreement [Member] | Chief Financial Officer [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Amount of sponsor paid | $ 100,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Commitments and Contingencies Disclosure [Abstract] | |
Deferred fee per unit | $ / shares | $ 0.35 |
Aggregate value | $ | $ 8,050,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Deficit (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Percentage of common stock, converted basis | 20% | |
Class A Common Stock [Member] | ||
Stockholders' Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | Holders of Class A common stock are entitled to one vote for each share. | |
Common stock, shares issued | 23,000,000 | 23,000,000 |
Common stock, shares outstanding | 23,000,000 | 23,000,000 |
Class B Common Stock [Member] | ||
Stockholders' Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrant Liabilities (Details) [Line Items] | ||
Warrants outstanding | 7,666,667 | 7,666,667 |
Warrants expire | 5 years | |
Warrant, description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | |
Private Placement [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Warrants outstanding | 4,733,333 | 4,733,333 |
Exercise Price $18.00 [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Warrant, description | Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ●in whole and not in part; ●upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |
Exercise price $10.00 [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Warrant, description | Redemption of Warrants When the Price per share of Class A common stock Equals or Exceeds $10.00 —Once the warrants become exercisable, the Company may redeem the outstanding warrants: ●in whole and not in part, and only if the Private Placement Warrants are simultaneously redeemed; ●at a price of $0.01 per warrant; ●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 based on the redemption date and the “fair market value” of the shares of Class A common stock; ●if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | ||
Interest income from the trust account | $ 320,800 | $ 0 |
Estimated fair value | 5,500,000 | |
US Treasury Securities [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Assets held in trust account | $ 230,975,701 | $ 230,034,876 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of company’s assets and liabilities that are measured at fair value on recurring basis - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 230,975,701 | $ 230,034,876 |
Liabilities: | ||
Warrant Liabilities – Public Warrants | 268,333 | 4,983,334 |
Level 2 [Member] | ||
Liabilities: | ||
Warrant Liabilities – Private Placement Warrants | $ 165,667 | $ 3,124,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of black scholes model for the private placement warrants | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Schedule of Black Scholes Model for the Private Placement Warrants [Abstract] | |
Market price (in Dollars per share) | $ 9.74 |
Risk-free interest rate | 1.33% |
Dividend yield | 0% |
Effective volatility | 11% |
Exercise price (in Dollars per share) | $ 11.5 |
Time to expiration | 5 years 8 months 1 day |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities - USD ($) | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Private Placement Warrants [Member] | ||||||
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | ||||||
Fair value, biginning balance | $ 568,000 | $ 1,183,333 | $ 3,124,000 | $ 4,307,333 | $ 3,502,666 | |
Change in fair value | (402,333) | (615,333) | (1,940,667) | (1,278,000) | 804,667 | |
Transfer to Level | (165,667) | |||||
Initial measurement on February 2, 2021 | 5,396,000 | |||||
Change in valuation inputs or other assumptions | (1,893,334) | |||||
Fair value, ending balance | 568,000 | 1,183,333 | 3,029,333 | 4,307,333 | 3,502,666 | |
Public Warrants [Member] | ||||||
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | ||||||
Fair value, biginning balance | ||||||
Change in fair value | ||||||
Transfer to Level | (5,520,000) | |||||
Initial measurement on February 2, 2021 | 8,433,334 | |||||
Change in valuation inputs or other assumptions | (2,913,334) | |||||
Fair value, ending balance | ||||||
Warrant Liabilities [Member] | ||||||
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | ||||||
Fair value, biginning balance | 568,000 | 1,183,333 | 3,124,000 | 4,307,333 | 3,502,666 | |
Change in fair value | (402,333) | (615,333) | (1,940,667) | (1,278,000) | 804,667 | |
Transfer to Level | (165,667) | (5,520,000) | ||||
Initial measurement on February 2, 2021 | 13,829,334 | |||||
Change in valuation inputs or other assumptions | (4,806,668) | |||||
Fair value, ending balance | $ 568,000 | $ 1,183,333 | $ 3,029,333 | $ 4,307,333 | $ 3,502,666 |