Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | NORTHERN STAR INVESTMENT CORP. II | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 392,800,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001834518 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Entity File Number | 001-39929 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-3909728 | ||
Entity Address, Address Line One | The Chrysler Building | ||
Entity Address, Address Line Two | 405 Lexington Avenue | ||
Entity Address, Address Line Three | 44th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10174 | ||
City Area Code | (212) | ||
Local Phone Number | 818-8800 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | New York, NY | ||
Document Transition Report | false | ||
Capital Units | |||
Document Information Line Items | |||
Trading Symbol | NSTB.U | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-fifth of one redeemable warrant | ||
Security Exchange Name | NYSE | ||
Class A Common Stock | |||
Document Information Line Items | |||
Trading Symbol | NSTB | ||
Entity Common Stock, Shares Outstanding | 11,782,051 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Warrants | |||
Document Information Line Items | |||
Trading Symbol | NTSB WS | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Class A Common Stock at an exercise price of $11.50 per share | ||
Security Exchange Name | NYSE | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 291,666 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 85,894 | $ 440,291 |
Prepaid expenses | 11,667 | 3,333 |
Total current assets | 97,561 | 443,624 |
Marketable investments held in Trust Account | 404,205,637 | 400,032,399 |
TOTAL ASSETS | 404,303,198 | 400,476,023 |
Current liabilities | ||
Accounts Payable and Accrued expenses | 2,296,647 | 2,178,095 |
Income taxes payable | 77,413 | |
Redemption payable | 383,250,434 | |
Total current liabilities | 385,624,494 | 2,178,095 |
Warrant liabilities | 1,065,000 | 11,182,500 |
Deferred underwriting fee payable | 14,000,000 | 14,000,000 |
TOTAL LIABILITIES | 400,689,494 | 27,360,595 |
Commitments | ||
Class A common stock subject to possible redemption 2,073,717 and 40,000,000 shares, at $10.10 and $10.00 per share, as of December 31, 2022 and 2021, respectively | 20,877,731 | 400,000,000 |
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value; 125,000,000 shares authorized; 9,708,334 and 0 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 971 | |
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 291,666 and 10,000,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 29 | 1,000 |
Additional paid-in capital | ||
Accumulated deficit | (17,265,027) | (26,885,572) |
TOTAL STOCKHOLDERS’ DEFICIT | (17,264,027) | (26,884,572) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 404,303,198 | $ 400,476,023 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock subject to possible redemption par share (in Dollars per share) | $ 10.1 | $ 10 |
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 shares | 2,073,717 | 40,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 9,708,334 | 0 |
Common stock, shares outstanding | 9,708,334 | 0 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 291,666 | 10,000,000 |
Common stock, shares outstanding | 291,666 | 10,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Formation and operating costs | $ 876,115 | $ 2,984,616 |
Loss from operations | (876,115) | (2,984,616) |
Other income (expenses): | ||
Interest earned on marketable investments held in Trust Account | 5,488,738 | 32,399 |
Transaction expenses attributable to warrant liabilities | (462,969) | |
Loss on initial issuance of private warrants | (195,000) | |
Change in fair value of warrant liabilities | 10,117,500 | 6,762,500 |
Total other income, net | 15,606,238 | 6,136,930 |
Income before provision for income taxes | 14,730,123 | 3,152,314 |
Provision for income taxes | (981,413) | |
Net income | $ 13,748,710 | $ 3,152,314 |
Class A common stock | ||
Other income (expenses): | ||
Basic weighted average shares outstanding (in Shares) | 39,922,691 | 36,931,507 |
Basic net income per share (in Dollars per share) | $ 0.28 | $ 0.07 |
Class B common stock | ||
Other income (expenses): | ||
Basic weighted average shares outstanding (in Shares) | 9,973,402 | 9,880,137 |
Basic net income per share (in Dollars per share) | $ 0.28 | $ 0.07 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A common stock | ||
Diluted weighted average shares outstanding | 39,922,691 | 36,931,507 |
Diluted net income per share | $ 0.27 | $ 0.07 |
Class B common stock | ||
Diluted weighted average shares outstanding | 9,973,402 | 9,880,137 |
Diluted net income per share | $ 0.27 | $ 0.07 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 1,006 | $ 23,994 | $ (392) | $ 24,608 | |
Balance (in Shares) at Dec. 31, 2020 | 10,062,500 | ||||
Remeasurement adjustment on redeemable common stock | (24,000) | (30,037,494) | (30,061,494) | ||
Forfeiture of Founder Shares | $ (6) | 6 | |||
Forfeiture of Founder Shares (in Shares) | (62,500) | ||||
Net income | 3,152,314 | 3,152,314 | |||
Balance at Dec. 31, 2021 | $ 1,000 | (26,885,572) | (26,884,572) | ||
Balance (in Shares) at Dec. 31, 2021 | 10,000,000 | ||||
Remeasurement adjustment on redeemable common stock | (4,128,165) | (4,128,165) | |||
Contribution – Shareholder non-redemption agreement | 160,093 | 160,093 | |||
Shareholder non-redemption agreement | (160,093) | (160,093) | |||
Conversion of Class B common stock to Class A common stock | $ 971 | $ (971) | |||
Conversion of Class B common stock to Class A common stock (in Shares) | 9,708,334 | (9,708,334) | |||
Net income | 13,748,710 | 13,748,710 | |||
Balance at Dec. 31, 2022 | $ 971 | $ 29 | $ (17,265,027) | $ (17,264,027) | |
Balance (in Shares) at Dec. 31, 2022 | 9,708,334 | 291,666 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Cash Flows from Operating Activities: | ||
Net income | $ 13,748,710 | $ 3,152,314 |
Interest earned on marketable securities held in Trust Account | (5,488,738) | (32,399) |
Loss on initial issuance of private warrants | 195,000 | |
Transaction expenses attributable to warrant liabilities | 462,969 | |
Changes in fair value of warrant liabilities | (10,117,500) | (6,762,500) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (8,334) | (3,333) |
Income taxes payable | 77,413 | |
Accounts payable and accrued expenses | 118,552 | 2,177,720 |
Net cash used in operating activities | (1,669,897) | (810,229) |
Cash Flows from Investing Activities: | ||
Investment of cash into trust Account | (400,000,000) | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 1,315,500 | |
Net cash provided by (used in) investing activities | 1,315,500 | (400,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 392,000,000 | |
Proceeds from sale of Private Placement Warrants | 9,750,000 | |
Repayment of promissory note – related party | (150,000) | |
Payment of offering costs | (474,463) | |
Net cash provided by financing activities | 401,125,537 | |
Net Change in Cash | (354,397) | 315,308 |
Cash – Beginning of period | 440,291 | 124,983 |
Cash – End of period | 85,894 | 440,291 |
Supplementary cash flow information: | ||
Cash paid for income taxes | 904,000 | |
Non-Cash investing and financing activities: | ||
Change in value of Class A common stock subject to redemption | 369,938,506 | |
Remeasurement adjustment of Class A common stock subject to possible redemption | 4,128,165 | 30,061,494 |
Deferred underwriting fee payable | $ 14,000,000 |
Description Of Organization And
Description Of Organization And Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Business Description And Basis Of Presentation [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Northern Star Investment Corp. II (the “Company”) is a blank check company incorporated in Delaware on November 12, 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 or entities (the “Business Combination”). The Company has two wholly-owned subsidiaries, NSICII-A Merger LLC and NSICII-BLLC, both of which were incorporated in the state of Delaware on February 15, 2021. 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 December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, and seeking to identify a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering and simultaneous private placement described below. The registration statements for the Company’s Initial Public Offering were declared effective on January 25, 2021. On January 28, 2021, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which included the partial exercise by the underwriters of the over-allotment option in the amount of 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 9,750,000 warrants (each, a “Private Warrant” and, collectively, the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to Northern Star II Sponsor LLC, a Delaware limited liability company and entity affiliated with certain of the Company’s officers and directors (the “Sponsor”), generating gross proceeds of $9,750,000, which is described in Note 4. Upon issuance, the Company recorded $195,000 representing the amount by which the aggregate fair value of the Private Warrants exceeded the purchase price. Transaction costs amounted to $22,524,463, consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $524,463 of other offering costs. Following the closing of the Initial Public Offering on January 28, 2021, an amount of $400,000,000 ($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 Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule2a-7of 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 assets held in the Trust Account, as described below. While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to management for tax obligations and working capital purposes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the agreement to enter into an initial Business Combination. Notwithstanding the foregoing, if the Company is not then listed on the NYSE American for whatever reason, it would no longer be required to meet the foregoing 80% fair market value test. The Company intends to only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company). There will be no conversion rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon the consummation of a Business Combination 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 law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the conversions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of Founder Shares (as defined below in Note 5) have agreed to vote their Founder Shares (as defined below 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 irrespective of whether they vote for or against the proposed Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct conversions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The holders of Founder Shares (as defined below in Note 5) have agreed (a) to waive their conversion rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination 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. In the event that the Company does not consummate a Business Combination by July 28, 2023 (the “Termination Date”), the Company shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the IPO Shares for cash for a redemption price per share equal to the aggregate amount then held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ 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 approval of the Company’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Company advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Company’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. On December 30, 2022, the Company filed the amendment to its amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from January 28, 2023 to July 28, 2023. In connection with the Meeting, the Sponsor entered into Non-Redemption Agreements with several unaffiliated third parties and agreed to transfer an aggregate of 363,848 shares of common stock at $160,093, or $0.44 per share to such parties in exchange for them agreeing not to redeem their public shares at the Meeting. As a result of the foregoing, effective December 30, 2022, public holders of an aggregate of 37,926,283 public shares exercised their right to redeem their public shares (leaving an aggregate of 2,073,717 public shares outstanding after the Meeting) resulting in payment to such holders of an aggregate of $383,250,434 in cash and payable at December 31, 2022. The redemptions were paid on January 6, 2023. On December 30, 2022, the Sponsor voluntarily converted 9,708,334 shares of Class B common stock of the Company it held as of such date into 9,708,334 shares of Class A common stock of the Company in accordance with the Charter. As a result of the foregoing and the results of the Meeting, the Company has an aggregate of 11,782,051 shares of Class A common stock outstanding and 291,666 shares of Class B common stock outstanding. The holders of Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares, 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 underwriters are expected to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). 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 (i) $10.00 per share or (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 share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter 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, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company is exposed to volatility in the banking market. At various times, we could have deposits with certain U.S. banks in excess of the maximum amounts insured by the U.S. Federal Deposit Insurance Corporation (“FDIC”). On March 10, 2023, Silicon Valley Bank became insolvent. State regulators closed the bank and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as its receiver. The Company did not hold any deposits with Silicon Valley Bank as of December 31, 2022. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Liquidity and Going Concern As of December 31, 2022, the Company had $85,894 in its operating bank accounts, $404,205,637 in cash held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common shares in connection therewith. As of December 31, 2022, $4,205,637 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. 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, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Management has determined that the date for mandatory liquidation and subsequent dissolution as well as the low cash balance and working capital deficit raise substantial doubt about our ability to continue as a going concern. Management has determined that these conditions as well as the low cash balance raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Business Description And Basis Of Presentation [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 consolidated 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 consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated 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 consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Marketable Securities Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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 associated with warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounted to $22,524,463, of which $22,061,494 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $462,969 were charged to operations. 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 Accounting Standards Codification (“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 December 31, 2022 and 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit. Components of Equity Upon the Initial Public Offering, the Company issued Class A common stock and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $17,945,000 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $22,061,494 to the Class A common stock. On December 30, 2022, public holders of an aggregate of 37,926,283 public shares exercised their right to redeem their public shares. Following the shareholder redemption vote, the value of the 37,926,283 shares is reflected as a redemption payable. The remaining 2,073,717 of shares not redeemed are reflected in temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control. As a result of the Sponsor’s conversion of 9,708,334 shares of Class B common stock into shares of Class A common stock, the Sponsor held 291,666 shares of Class B common stock outstanding. Warrant Liabilities The Company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”) as derivative liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Company accounts for Warrants for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at fair value on the consolidated balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the consolidated statements of operations in the period of change. Income Taxes 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 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 December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. 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 December 31, 2022 and 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 Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Remeasurement adjustment associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The warrants are exercisable to purchase 17,750,000 Class A common shares in the aggregate. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 11,000,571 $ 2,748,139 $ 2,486,982 $ 665,332 Denominator: Basic and diluted weighted average shares outstanding 39,922,691 9,973,402 36,931,507 9,880,137 Basic and diluted net income per common stock $ 0.28 $ 0.28 $ 0.07 $ 0.07 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company had not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Recent Accounting Standards 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 consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units, which includes a partial exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fifth 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. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,750,000 Private Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $9,750,000, in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at an exercise price of $11.50. The proceeds from the sale of Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants 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. As a result of the difference between the purchase price of the Private Placement Warrants of $1.00 and the fair value of $0.63, the Company recorded a change of $6,762,500 in the fair value of warrant liability for the period ended December 31, 2021. For the year ended December 31, 2022, the Company recorded a change of $10,117,500. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On November 25, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”). Our Sponsor subsequently transferred certain shares to our officers and directors and other third parties, in each case at the same per-share purchase price paid by our initial stockholders. On January 25, 2021, the Company effected a dividend of approximately 0.167 shares for each outstanding share, resulting in there being an aggregate of 10,062,500 Founder Shares outstanding. All share and per share amounts have been retroactively restated to reflect the share dividend. The Founder Shares will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustments as described in Note 7. The Founder Shares included an aggregate of up to 1,312,500 of Class B common stock that were subject to forfeiture by the Sponsor following the underwriters’ election to partially exercise their over-allotment option so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. As a result of the underwriter’s decision to partially exercise their over-allotment provision, 62,500 Founder shares were forfeited and 1,250,000 Founder Shares are no longer subject to forfeiture. On December 30, 2022, the Sponsor voluntarily converted 9,708,334 shares of Class B common stock of the Company it held as of such date into 9,708,334 shares of Class A common stock of the Company in accordance with the Charter. As a result, the Sponsor held an aggregate of 9,708,334 shares of Class A common stock and 291,666 shares of Class B common stock outstanding. The holders of Founder Shares have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday 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 Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s officer, directors, Sponsor or an affiliate of the foregoing, 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 is not completed, the Company may use a portion of the 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 $1.00 per warrant. The warrants would be identical to the Private Warrants. As of December 31, 2022 and 2021, there were no amounts outstanding under the Working Capital Loans. Non-Redemption Agreements The Company entered into Non-Redemption Agreements with various stockholders pursuant to which these stockholders have committed not to redeem its Northern Star II shares until the closing of the Business Combination. In consideration of this agreement, the Sponsor has agreed to transfer a portion of its Founder shares to the Non-Redeeming Stockholders at the closing of the Business Combination. The Company estimated the aggregate fair value of the 363,848 founders shares attributable to the Non-Redeeming Stockholders to be $160,093 or $0.44 per share. Each Non-Redeeming Stockholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. The Company accounted for the transfer of a portion of the Sponsor’s founders shares to non-redeeming stockholders as a capital contribution by the Sponsor with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred. The fair value of the founders shares was based on the following significant inputs: December 30, Risk-free interest rate 4.49 % Remaining life of SPAC 1.75 Underlying stock price $ 10.02 Probability of transaction 5.50 % |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 25, 2021, the holders of the Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants), and warrants (and any shares of Class A common stock issuable upon exercise of such warrants) that may be issued upon conversion of working capital loans will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Consulting Agreement On January 21, 2021, the Company entered into an agreement with a consultant for advisory services related to a Business Combination. The agreement specified that the consultant would assist with due diligence, deal structuring, documentation and obtaining stockholder approval for a Business Combination. The consultant would receive a fee of 100,000 shares of the Company’s Class A common stock upon the successful consummation of a Business Combination. In March 2022, the agreement was terminated, and the Company will not incur expenses under this agreement. On February 1, 2022, the Company entered into an agreement with a consultant for advisory services. The agreement specified that the Company pays $8,333.33 a month plus any out-of-pocket expenses to the consultant. The agreement is terminable within 30 days written notice. As of December 31, 2022 the Company incurred $91,667 in related expenses. Underwriting Agreement The underwriters from the Initial Public Offering are entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. Non-Redemption Agreements The Company entered into Non-Redemption Agreements with various stockholders pursuant to which these stockholders have committed not to redeem its Northern Star II shares until the closing of the Business Combination. In consideration of this agreement, the Sponsor has agreed to transfer a portion of its Founder shares to the Non-Redeeming Stockholders at the closing of the Business Combination. Each Stockholder committed to maintain at least 9.9% of the identified stock and in return will obtain 50% of the identified stock as Founder shares. The Company estimated the aggregate fair value of the 363,848 founders shares attributable to the Non-Redeeming Stockholders to be $160,093 or $0.44 per share. Each Non-Redeeming Stockholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. The Company accounted for the transfer of a portion of the Sponsor’s founders shares to non-redeeming stockholders as a capital contribution by the Sponsor with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Deficit [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock no Class A Common Stock Class B Common Stock — The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination 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 excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock 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, net of conversions, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, any private placement-equivalent securities issued, or to be issued, to any seller in a Business Combination, any private placement equivalent securities issued to the initial stockholders or their affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 8 — INCOME TAX The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 are as follows: December 31, December 31, 2022 2021 Deferred tax assets (liability) Net operating loss carryforward $ — $ 38,319 Startup/Organization Expenses 630,352 584,675 Unrealized loss – Trust — (3,022 ) Total deferred tax assets 630,352 619,972 Valuation Allowance (630,352 ) (619,972 ) Deferred tax assets (liability) $ — $ — The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 are as follows: December 31, December 31, 2022 2021 Federal Current $ 981,413 $ — Deferred (10,369 ) (619,890 ) State and Local Current — — Deferred — — Change in valuation allowance 10,369 619,890 Income tax provision $ 981,413 $ — As of December 31, 2022 and 2021, the Company had $0 and $182,470, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the change in the valuation allowance were $10,369 and $619,890, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % Change in fair value of warrants (14.42 )% (45.10 )% Transaction costs allocated to warrants 0.00 % 3.10 % Fair value of private warrant liability in excess of proceeds 0.00 % 1.30 % Tax interest and penalties 0.02 % 0.00 % Valuation allowance 0.07 % 19.70 % Income tax provision 6.66 % 0.00 % The Company’s current taxable income primarily consists of interest earned on the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. The change in fair value of warrant liability is not deductible. During the year ended December 31, 2022 and 2021, the Company recorded $981,413 and $0 income tax expense, respectively. The Company’s effective tax rate for the years ended December 31, 2022 and 2021 was approximately 6.66% and 0.00%, which differs from the expected income tax rate primarily due to the start-up costs and warrant liability (discussed above) which are not currently deductible. The Company files Income tax returns in the U.S. federal and New York jurisdiction. The Company’s tax returns since inception remain open and subject to examination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 December 31, 2022 and 2021, assets held in the Trust Account $404,205,637 and $400,032,399, held in money market funds which are invested primarily in U.S. Treasury securities. During the period ended December 31, 2022 and 2021, the Company withdrew $1,315,500 and $0 of 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 December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, December 31, Assets: Cash held in Trust Account 1 $ 404,205,637 $ 400,032,399 Liabilities: Warrant liability – Public Warrants (1) 1 $ 480,000 $ 5,040,000 Warrant liability – Private Placement Warrants (1) 2 $ 585,000 $ 6,142,500 (1) Measured at fair value on a recurring basis. Warrants The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our consolidated 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 consolidated statements of operations. The Public and Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable inputs utilized in determining the fair value of the Private Warrants are the expected volatility of the common stock and the probability and expected timing to consummate a business combination. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public stock pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for the initial measurement, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the closing price of the Public Warrants was used as the fair value of the Public Warrants as of each relevant date. At December 31, 2021, the Private Warrants were transferred to Level 2 due to the use of an observable market quote for a similar asset in an active market. As of December 31, 2022, the aggregate values of the Public Warrants and Private Placement Warrants were $480,000 and $585,000, respectively, based on a fair value of $0.06 per warrant. 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 transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 was $8,000,000. The estimated value of the Private Placement Warrants transferred from a Level 3 measurement to a Level 2 measurements during the year ended December 31, 2021 was $13,747,500. There were no transfers during the year ended December 31, 2022. The following table presents the changes in the fair value of warrant liabilities for the years ended December 31, 2022 and 2021: Private Public Warrant Fair value as of January 1, 2022 $ 6,142,500 $ 5,040,000 $ 11,182,500 Change in valuation inputs or other assumptions (5,557,500 ) (4,560,000 ) (10,117,500 ) Fair value as of December 31, 2022 $ 585,000 $ 480,000 $ 1,065,000 Private Public Warrant Initial measurement on January 28, 2021 $ 9,945,500 $ 8,000,000 $ 17,945,500 Change in valuation inputs or other assumptions (3,802,500 ) (2,960,000 ) (6,762,500 ) Fair value as of December 31, 2021 $ 6,142,500 $ 5,040,000 $ 11,182,500 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 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 consolidated financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Effective January 31, 2023, the Company terminated its consulting agreement for advisory services. On March 16, 2023, the Company signed a promissory note with a related party for $321,250. The note is non-interest bearing and payable on a Business Combination. On February 24, 2023, the Company issued a press release announcing that it will transfer its listing to the NYSE American LLC (the “NYSE American”). The Company received written confirmation that it received the final approval for listing from the staff of the NYSE American on February 24, 2023. In connection with listing on the NYSE American, the Company will voluntarily delist from the New York Stock Exchange. Following the transfer of its listing, the Company intends to continue to file the same periodic reports and other information it currently files with the Securities and Exchange Commission. The Company’s securities commenced trading on the NYSE American on March 1, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Business Description And Basis Of Presentation [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 consolidated 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 consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated 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 consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 associated with warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity and warrants upon the completion of the Initial Public Offering. Offering costs amounted to $22,524,463, of which $22,061,494 were charged to stockholders’ deficit upon the completion of the Initial Public Offering and $462,969 were charged to operations. |
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 Accounting Standards Codification (“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 December 31, 2022 and 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement adjustment from carrying value to redemption value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital (to the extent available) and accumulated deficit. |
Components of Equity | Components of Equity Upon the Initial Public Offering, the Company issued Class A common stock and Public Warrants. The Company also issued Private Placement Warrants. The Company allocated the proceeds received from the issuance using the with-and-without method. Under that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $17,945,000 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $22,061,494 to the Class A common stock. On December 30, 2022, public holders of an aggregate of 37,926,283 public shares exercised their right to redeem their public shares. Following the shareholder redemption vote, the value of the 37,926,283 shares is reflected as a redemption payable. The remaining 2,073,717 of shares not redeemed are reflected in temporary equity, as these shares are subject to redemption upon the occurrence of events not solely within the Company’s control. As a result of the Sponsor’s conversion of 9,708,334 shares of Class B common stock into shares of Class A common stock, the Sponsor held 291,666 shares of Class B common stock outstanding. |
Warrant Liabilities | Warrant Liabilities The Company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”) as derivative liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Company accounts for Warrants for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at fair value on the consolidated balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the consolidated statements of operations in the period of change. |
Income Taxes | Income Taxes 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 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 December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. 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 December 31, 2022 and 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 Per Common Share | Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Remeasurement adjustment associated with the redeemable shares of Class A common shares is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement. The warrants are exercisable to purchase 17,750,000 Class A common shares in the aggregate. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. As a result, diluted net income per common share is the same as basic net income per common share for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 11,000,571 $ 2,748,139 $ 2,486,982 $ 665,332 Denominator: Basic and diluted weighted average shares outstanding 39,922,691 9,973,402 36,931,507 9,880,137 Basic and diluted net income per common stock $ 0.28 $ 0.28 $ 0.07 $ 0.07 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company had not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s consolidated balance sheet, primarily due to their short-term nature, except for warrant liabilities (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards 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 consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Description And Basis Of Presentation [Abstract] | |
Schedule of basic and diluted net income (loss) per common share | For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 11,000,571 $ 2,748,139 $ 2,486,982 $ 665,332 Denominator: Basic and diluted weighted average shares outstanding 39,922,691 9,973,402 36,931,507 9,880,137 Basic and diluted net income per common stock $ 0.28 $ 0.28 $ 0.07 $ 0.07 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of fair value of the founders shares | December 30, Risk-free interest rate 4.49 % Remaining life of SPAC 1.75 Underlying stock price $ 10.02 Probability of transaction 5.50 % |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets (liability) | December 31, December 31, 2022 2021 Deferred tax assets (liability) Net operating loss carryforward $ — $ 38,319 Startup/Organization Expenses 630,352 584,675 Unrealized loss – Trust — (3,022 ) Total deferred tax assets 630,352 619,972 Valuation Allowance (630,352 ) (619,972 ) Deferred tax assets (liability) $ — $ — |
Schedule of income tax provision | December 31, December 31, 2022 2021 Federal Current $ 981,413 $ — Deferred (10,369 ) (619,890 ) State and Local Current — — Deferred — — Change in valuation allowance 10,369 619,890 Income tax provision $ 981,413 $ — |
Schedule of reconciliation of the federal income tax rate | December 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % Change in fair value of warrants (14.42 )% (45.10 )% Transaction costs allocated to warrants 0.00 % 3.10 % Fair value of private warrant liability in excess of proceeds 0.00 % 1.30 % Tax interest and penalties 0.02 % 0.00 % Valuation allowance 0.07 % 19.70 % Income tax provision 6.66 % 0.00 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schdule of table presents information about the Company’s assets and liabilities | Description Level December 31, December 31, Assets: Cash held in Trust Account 1 $ 404,205,637 $ 400,032,399 Liabilities: Warrant liability – Public Warrants (1) 1 $ 480,000 $ 5,040,000 Warrant liability – Private Placement Warrants (1) 2 $ 585,000 $ 6,142,500 (1) Measured at fair value on a recurring basis. |
Schdule of changes in the fair value of warrant liabilities | Private Public Warrant Fair value as of January 1, 2022 $ 6,142,500 $ 5,040,000 $ 11,182,500 Change in valuation inputs or other assumptions (5,557,500 ) (4,560,000 ) (10,117,500 ) Fair value as of December 31, 2022 $ 585,000 $ 480,000 $ 1,065,000 Private Public Warrant Initial measurement on January 28, 2021 $ 9,945,500 $ 8,000,000 $ 17,945,500 Change in valuation inputs or other assumptions (3,802,500 ) (2,960,000 ) (6,762,500 ) Fair value as of December 31, 2021 $ 6,142,500 $ 5,040,000 $ 11,182,500 |
Description Of Organization A_2
Description Of Organization And Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jan. 28, 2021 | Dec. 30, 2022 | Dec. 31, 2022 | Dec. 30, 2022 | Dec. 31, 2021 | Jan. 06, 2023 | Aug. 16, 2022 | |
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Private warrant per share (in Dollars per share) | $ 1 | ||||||
Class of warrants or rights expenses | $ 195,000 | ||||||
Deferred underwriting fee payable | 14,000,000 | ||||||
Other offering costs | 524,463 | ||||||
Payment made towards restricted investments | $ 400,000,000 | $ 400,000,000 | |||||
Payments to acquire restricted investments per share (in Dollars per share) | $ 10 | $ 10 | |||||
Term of restricted investments | 185 days | ||||||
Percentage of the fair value of assets in the trust account | 80% | ||||||
Fair market value test discount rate | 80% | ||||||
Ownership percentage | 50% | ||||||
Networth needed post business combination | $ 5,000,001 | ||||||
Percentage of the public shareholding eligible | 20% | ||||||
Percentage of the public shareholding to be redeemeble | 100% | ||||||
Termination, description | In the event that the Company does not consummate a Business Combination by July 28, 2023 (the “Termination Date”), the Company shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the IPO Shares for cash for a redemption price per share equal to the aggregate amount then held in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ 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 approval of the Company’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Company advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Company’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. | ||||||
Non-Redeeming stockholders amount | $ 160,093 | ||||||
Non-Redeeming stockholders price per share (in Dollars per share) | $ 0.44 | ||||||
Aggregate public shares (in Shares) | 37,926,283 | ||||||
Redeemable public share (in Shares) | 2,073,717 | ||||||
Cash | $ 85,894 | $ 440,291 | |||||
U.S. federal excise tax | 1% | 1% | |||||
Cash and due from banks | $ 85,894 | ||||||
Investments | 404,205,637 | ||||||
Deposits | $ 4,205,637 | ||||||
Minimum [Member] | |||||||
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Trust account per share (in Dollars per share) | $ 10 | ||||||
Maximum [Member] | |||||||
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Trust account per share (in Dollars per share) | $ 10 | ||||||
Initial Public Offering [Member] | |||||||
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Transaction costs | $ 22,524,463 | ||||||
Underwriting fee | $ 8,000,000 | ||||||
Private Placement [Member] | |||||||
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Proceeds from issuance of warrants (in Shares) | 9,750,000 | ||||||
Proceeds from issuance of warrants | $ 9,750,000 | ||||||
Sponsor [Member] | |||||||
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Aggregate of common stock shares (in Shares) | 363,848 | ||||||
Class A Common Stock [Member] | |||||||
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Aggregate of common stock shares (in Shares) | 11,782,051 | 40,000,000 | |||||
Voluntarily shares (in Shares) | 9,708,334 | ||||||
Aggregate share (in Shares) | 11,782,051 | ||||||
Class A Common Stock [Member] | Initial Public Offering [Member] | |||||||
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Stock shares issued during the period shares (in Shares) | 40,000,000 | ||||||
Per unit (in Dollars per share) | $ 10 | ||||||
Proceeds from initial public offering | $ 400,000,000 | ||||||
Class A Common Stock [Member] | Over-Allotment Option [Member] | |||||||
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Stock shares issued during the period shares (in Shares) | 5,000,000 | ||||||
Class A Common Stock [Member] | Sponsor [Member] | |||||||
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Voluntarily shares (in Shares) | 9,708,334 | ||||||
Class B Common Stock [Member] | |||||||
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Voluntarily shares (in Shares) | 9,708,334 | ||||||
Aggregate share (in Shares) | 291,666 | ||||||
Class B Common Stock [Member] | Sponsor [Member] | |||||||
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Voluntarily shares (in Shares) | 9,708,334 | ||||||
Subsequent Event [Member] | |||||||
Description Of Organization And Business Operations (Details) [Line Items] | |||||||
Cash | $ 383,250,434 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 30, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Class A common stock issuance costs | $ 22,061,494 | |
Initial fair value measurement | 17,945,000 | |
Shares exercised (in Shares) | 37,926,283 | |
Redemption shares | 37,926,283 | $ 37,926,283 |
Shares not redeemed | $ 2,073,717 | $ 2,073,717 |
Shares converted description | As a result of the Sponsor’s conversion of 9,708,334 shares of Class B common stock into shares of Class A common stock, the Sponsor held 291,666 shares of Class B common stock outstanding. | |
Cash insured with federal depository insurance | $ 250,000 | |
IPO [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Class A common stock issuance costs | 22,524,463 | |
Share-based Payment Arrangement, Expense | 462,969 | |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Class A common stock issuance costs | $ 22,061,494 | |
Class A Common Stock [Member] | Warrant [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share (in Shares) | 17,750,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock | ||
Numerator: | ||
Allocation of net income | $ 11,000,571 | $ 2,486,982 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 39,922,691 | 36,931,507 |
Basic and diluted net income per common stock | $ 0.28 | $ 0.07 |
Class B Common Stock | ||
Numerator: | ||
Allocation of net income | $ 2,748,139 | $ 665,332 |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 9,973,402 | 9,880,137 |
Basic and diluted net income per common stock | $ 0.28 | $ 0.07 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 39,922,691 | 36,931,507 |
Diluted net income per common stock | $ 0.27 | $ 0.07 |
Class B Common Stock | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 9,973,402 | 9,880,137 |
Diluted net income per common stock | $ 0.27 | $ 0.07 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Initial Public Offering (Details) [Line Items] | |
Public warrant description | Each Unit consists of one share of Class A common stock and one-fifth 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. |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Number of units in shares | 40,000,000 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Number of units in shares | 5,000,000 |
Price per share (in Dollars per share) | $ / shares | $ 10 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement (Details) [Line Items] | ||
Aggregate purchase (in Shares) | 9,750,000 | |
Price per share | $ 1 | $ 1 |
Aggregate purchase price (in Dollars) | $ 9,750,000 | |
Exercise price, per share | $ 11.5 | |
Fair value price | $ 0.63 | |
Fair value of warrant liability (in Dollars) | $ 10,117,500 | $ 6,762,500 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | |||
Nov. 25, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 25, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||
Warrants working capital loans (in Dollars) | $ 1,500,000 | |||
Warrant price per share (in Dollars per share) | $ 1 | |||
Aggregate fair value of founder shares (in Dollars) | $ 363,848 | |||
Non-Redeeming stockholders amount (in Dollars) | $ 160,093 | |||
Non-Redeeming stockholders price per share (in Dollars per share) | $ 0.44 | |||
Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Proceeds from issue of common stock to the sponsor (in Dollars) | $ 25,000 | |||
Stock issued during period, founder shares | 8,625,000 | |||
Dividend per share (in Dollars per share) | $ 0.167 | |||
Founder shares outstanding | 10,062,500 | |||
Aggregate of founder shares outstanding | 1,312,500 | |||
Issued and outstanding percentage | 20% | |||
Founder shares forfeited | 62,500 | |||
Founder Shares are no longer subject to forfeiture | 1,250,000 | |||
Class B Common Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock outstanding | 291,666 | 10,000,000 | ||
Class B Common Stock [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Conversion of shares | 9,708,334 | |||
Common stock outstanding | 291,666 | |||
Class A Common Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock outstanding | 9,708,334 | 0 | ||
Class A Common Stock [Member] | Founder Shares [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Conversion of shares | 9,708,334 | |||
Common stock outstanding | 9,708,334 | |||
Business Combination [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Business combination, description | (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday 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 Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of fair value of the founders shares | 12 Months Ended |
Dec. 30, 2022 $ / shares | |
Schedule Of Fair Value Of The Founders Shares Abstract | |
Risk-free interest rate | 4.49% |
Remaining life of SPAC | $ 1.75 |
Underlying stock price | $ 10.02 |
Probability of transaction | 5.50% |
Commitments (Details)
Commitments (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 01, 2022 | Jan. 21, 2021 | Dec. 31, 2022 | |
Consulting Agreement [Member] | |||
Commitments (Details) [Line Items] | |||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 100,000 | ||
Company consultant fees | $ 8,333.33 | ||
Agreement related expenses | $ 91,667 | ||
Underwriting Agreement [Member] | |||
Commitments (Details) [Line Items] | |||
Deferred underwriting fee per unit (in Dollars per share) | $ 0.35 | ||
Aggregate deferred fee amount | $ 14,000,000 | ||
Non-Redemption Agreement [Member] | |||
Commitments (Details) [Line Items] | |||
Founders shares (in Shares) | 363,848 | ||
Aggregate fair value | $ 160,093 | ||
Non-redeeming s tockholder per share (in Dollars per share) | $ 0.44 | ||
Non-Redemption Agreement [Member] | Minimum [Member] | |||
Commitments (Details) [Line Items] | |||
Return stock rate | 9.90% | ||
Non-Redemption Agreement [Member] | Maximum [Member] | |||
Commitments (Details) [Line Items] | |||
Return stock rate | 50% |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 30, 2022 | Dec. 31, 2022 | Dec. 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 | ||||
Aggregate shares | 37,926,283 | 37,926,283 | ||
Shareholder redemption shares (in Dollars) | $ 37,926,283 | $ 37,926,283 | ||
Shares not redeemed (in Dollars) | $ 2,073,717 | $ 2,073,717 | ||
Aggregate percentage | 20% | |||
Sponsor [Member] | ||||
Stockholders' Deficit (Details) [Line Items] | ||||
Common stock, shares issued | 363,848 | |||
Class A Common Stock [Member] | ||||
Stockholders' Deficit (Details) [Line Items] | ||||
Common stock shares authorized | 125,000,000 | 125,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock vote | one | |||
Common stock, shares issued | 11,782,051 | 40,000,000 | ||
Common stock, shares outstanding | 11,782,051 | 40,000,000 | ||
Temporary equity shares | 2,073,717 | 40,000,000 | ||
Voluntarily shares | 9,708,334 | |||
Common stock, shares issued | 9,708,334 | 0 | ||
Class A Common Stock [Member] | Sponsor [Member] | ||||
Stockholders' Deficit (Details) [Line Items] | ||||
Voluntarily shares | 9,708,334 | |||
Class B Common Stock [Member] | ||||
Stockholders' Deficit (Details) [Line Items] | ||||
Common stock shares authorized | 25,000,000 | 25,000,000 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock vote | one | |||
Voluntarily shares | 9,708,334 | |||
Common stock, shares issued | 291,666 | 10,000,000 | ||
Common stock outstanding | 291,666 | 10,000,000 | ||
Class B Common Stock [Member] | Sponsor [Member] | ||||
Stockholders' Deficit (Details) [Line Items] | ||||
Voluntarily shares | 9,708,334 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal net operating loss carryovers | $ 0 | $ 182,470 |
Change in the valuation allowance | 10,369 | 619,890 |
Income tax expense | $ 981,413 | $ 0 |
Expected income tax rate | 6.66% | 0% |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets (liability) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets (liability) | ||
Net operating loss carryforward | $ 38,319 | |
Startup/Organization Expenses | $ 630,352 | 584,675 |
Unrealized loss – Trust | (3,022) | |
Total deferred tax assets | 630,352 | 619,972 |
Valuation Allowance | (630,352) | (619,972) |
Deferred tax assets (liability) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal | ||
Current | $ 981,413 | |
Deferred | (10,369) | (619,890) |
State and Local | ||
Current | ||
Deferred | ||
Change in valuation allowance | 10,369 | 619,890 |
Income tax provision | $ 981,413 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of reconciliation of the federal income tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reconciliation Of The Federal Income Tax Rate Abstract | ||
Statutory federal income tax rate | 21% | 21% |
Change in fair value of warrants | (14.42%) | (45.10%) |
Transaction costs allocated to warrants | 0% | 3.10% |
Fair value of private warrant liability in excess of proceeds | 0% | 1.30% |
Tax interest and penalties | 0.02% | 0% |
Valuation allowance | 0.07% | 19.70% |
Income tax provision | 6.66% | 0% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | ||
Interest income | $ 1,315,500 | $ 0 |
Class of warrants or rights exercise price (in Dollars per share) | $ 0.06 | |
Fair value Level transfer amount | 8,000,000 | |
US Treasury Securities [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Assets held trust account | $ 404,205,637 | 400,032,399 |
Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Estimated value | $ 13,747,500 | |
Public Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Warrants and Rights Outstanding | 480,000 | |
Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Warrants and Rights Outstanding | $ 585,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schdule of table presents information about the Company’s assets and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Level 1 [Member] | |||
Assets: | |||
Cash held in Trust Account | $ 404,205,637 | $ 400,032,399 | |
Level 1 [Member] | Public Warrants [Member] | |||
Liabilities: | |||
Warrant liability | [1] | 480,000 | 5,040,000 |
Level 2 [Member] | Private Placement Warrants [Member] | |||
Liabilities: | |||
Warrant liability | [1] | $ 585,000 | $ 6,142,500 |
[1] Measured at fair value on a recurring basis. |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schdule of changes in the fair value of warrant liabilities - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Private Placement [Member] | ||
Fair Value Measurements (Details) - Schdule of changes in the fair value of warrant liabilities [Line Items] | ||
Fair value as of beginning balance | $ 6,142,500 | |
Change in valuation inputs or other assumptions | $ (3,802,500) | (5,557,500) |
Fair value as of ending balance | 6,142,500 | 585,000 |
Initial measurement on January 28, 2021 | 9,945,500 | |
Public [Member] | ||
Fair Value Measurements (Details) - Schdule of changes in the fair value of warrant liabilities [Line Items] | ||
Fair value as of beginning balance | 5,040,000 | |
Change in valuation inputs or other assumptions | (2,960,000) | (4,560,000) |
Fair value as of ending balance | 5,040,000 | 480,000 |
Initial measurement on January 28, 2021 | 8,000,000 | |
Warrant Liabilities [Member] | ||
Fair Value Measurements (Details) - Schdule of changes in the fair value of warrant liabilities [Line Items] | ||
Fair value as of beginning balance | 11,182,500 | |
Change in valuation inputs or other assumptions | (6,762,500) | (10,117,500) |
Fair value as of ending balance | 11,182,500 | $ 1,065,000 |
Initial measurement on January 28, 2021 | $ 17,945,500 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 16, 2023 USD ($) |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Promissory note | $ 321,250 |