Cover Page
Cover Page - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Mar. 30, 2023 | |
Document Information [Line Items] | ||
Entity Registrant Name | Sustainable Development Acquisition I Corp. | |
Document Type | 10-K | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001837248 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
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 | |
Document Transition Report | false | |
Entity File Number | 001-40002 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-4353398 | |
Entity Address, Address Line One | 5701 Truxtun Avenue | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Bakersfield | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90036 | |
City Area Code | 323 | |
Local Phone Number | 329-8221 | |
Entity Interactive Data Current | Yes | |
Document Annual Report | true | |
Entity Public Float | $ 306,762,500 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
ICFR Auditor Attestation Flag | false | |
Auditor Firm ID | 688 | |
Auditor Name | Marcum LLP | |
Auditor Location | Houston, TX | |
Public Shares [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SDACU | |
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable Warrant | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SDAC | |
Entity Common Stock, Shares Outstanding | 2,178,988 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Public Warrants [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SDACW | |
Title of 12(b) Security | Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,906,250 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash | $ 318,932 | $ 1,013,843 |
Prepaid Expenses | 54,418 | 577,500 |
Due from related party | 8,247 | 0 |
Total current assets | 381,597 | 1,591,343 |
Prepaid expenses – non-current portion | 0 | 54,418 |
Marketable securities held in Trust Account | 320,678,313 | 316,273,116 |
Total Assets | 321,059,910 | 317,918,877 |
Liabilities [Abstract] | ||
Accrued offering costs and expenses | 775,038 | 780,704 |
Promissory note – related party | 1,050,000 | 0 |
Income Tax Payable | 629,701 | 0 |
Total current liabilities | 2,454,739 | 780,704 |
Deferred Tax Liability | 215,870 | 0 |
Deferred underwriting fee | 10,631,250 | 10,631,250 |
Warrant liability | 1,046,814 | 14,878,193 |
Total Liabilities | 14,348,673 | 26,290,147 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, 0.0001 par value, 31,625,000 stock at redemption value of approximately $10.09 and $10.00 per share at December 31, 2022 and 2021, respectively | 319,415,389 | 316,250,000 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (12,704,943) | (24,622,061) |
Total Stockholders' Deficit | (12,704,152) | (24,621,270) |
Total Liabilities, Common Stock Subject to Redemption, and Stockholders' Deficit | 321,059,910 | 317,918,877 |
Class A Common Stock [Member] | ||
Stockholders' Deficit | ||
Common stock | 0 | 0 |
Class B Common Stock [Member] | ||
Stockholders' Deficit | ||
Common stock | $ 791 | $ 791 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' Deficit | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock [Member] | ||
Liabilities and Stockholders' Equity (Deficit) | ||
Common stock subject to possible redemption (in shares) | 31,625,000 | 31,625,000 |
Common stock subject to possible redemption, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, redemption value (in dollars per share) | 10.1 | 10 |
Stockholders' Deficit | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Class B Common Stock [Member] | ||
Stockholders' Deficit | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 7,906,250 | 7,906,250 |
Common stock, shares outstanding (in shares) | 7,906,250 | 7,906,250 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating costs | $ 2,308,499 | $ 1,713,914 |
Loss from Operations | (2,308,499) | (1,713,914) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 4,405,197 | 23,116 |
Offering costs allocated to warrants | 0 | (1,027,907) |
Excess of fair value over cash received for private placement warrants | 0 | (1,939,600) |
Change in fair value of warrant liability | 13,831,379 | 15,140,032 |
Total other income, net | 18,236,576 | 12,195,641 |
Income before provision for income taxes | 15,928,077 | 10,481,727 |
Provision for income taxes | (845,570) | 0 |
Net income | $ 15,082,507 | $ 10,481,727 |
Class A Common Stock Subject to Possible Redemption [Member] | ||
Other income (expense): | ||
Basic weighted average shares outstanding (in shares) | 31,625,000 | 28,245,890 |
Diluted weighted average shares outstanding (in shares) | 31,625,000 | 28,245,890 |
Basic net income per share (in dollars per share) | $ 0.38 | $ 0.29 |
Diluted net income per share (in dollars per share) | $ 0.38 | $ 0.29 |
Class B Common Stock [Member] | ||
Other income (expense): | ||
Basic weighted average shares outstanding (in shares) | 7,906,250 | 7,796,062 |
Diluted weighted average shares outstanding (in shares) | 7,906,250 | 7,796,062 |
Basic net income per share (in dollars per share) | $ 0.38 | $ 0.29 |
Diluted net income per share (in dollars per share) | $ 0.38 | $ 0.29 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2020 | $ 22,588 | $ 0 | $ 719 | $ 24,281 | $ (2,412) |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 7,187,500 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 10,481,727 | $ 0 | $ 0 | 0 | 10,481,727 |
Stock split for Class B common stock | 0 | $ 0 | $ 72 | (72) | 0 |
Stock split for Class B common stock (in shares) | 0 | 718,750 | |||
Remeasurement of common stock subject to possible redemption | (35,125,585) | $ 0 | $ 0 | (24,209) | (35,101,376) |
Ending balance at Dec. 31, 2021 | (24,621,270) | $ 0 | $ 791 | 0 | (24,622,061) |
Ending balance (in shares) at Dec. 31, 2021 | 0 | 7,906,250 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 15,082,507 | $ 0 | $ 0 | 0 | 15,082,507 |
Remeasurement of common stock subject to possible redemption | (3,165,389) | 0 | 0 | 0 | (3,165,389) |
Ending balance at Dec. 31, 2022 | $ (12,704,152) | $ 0 | $ 791 | $ 0 | $ (12,704,943) |
Ending balance (in shares) at Dec. 31, 2022 | 0 | 7,906,250 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from operating activities: | ||
Net income | $ 15,082,507 | $ 10,481,727 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (4,405,197) | (23,116) |
Offering costs allocated to warrants | 0 | 1,027,907 |
Excess of fair value over cash received for private placement warrants | 0 | 1,939,600 |
Change in fair value of warrant liability | (13,831,379) | (15,140,032) |
Deferred tax liability | 215,870 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid assets | 577,500 | (631,918) |
Due from related party | (8,247) | 0 |
Accrued expenses | (5,666) | 780,704 |
Income Tax Payable | 629,701 | 0 |
Net cash used in operating activities | (1,744,911) | (1,565,128) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | 0 | (316,250,000) |
Net cash used in investing activities | 0 | (316,250,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts | 0 | 310,175,000 |
Proceeds from sale of Private Warrants | 0 | 9,325,000 |
Proceeds from issuance of promissory note to Sponsor | 1,050,000 | 121,228 |
Payments on promissory issued to Sponsor | 0 | (136,678) |
Payment of deferred offering costs | 0 | (655,579) |
Net cash provided by financing activities | 1,050,000 | 318,828,971 |
Net change in cash | (694,911) | 1,013,843 |
Cash, beginning of period | 1,013,843 | 0 |
Cash, end of the period | 318,932 | 1,013,843 |
Supplemental disclosure of cash flow information: | ||
Remeasurement of Class A common stock subject to redemption | 2,884,340 | 35,125,585 |
Deferred underwriters' discount payable charged to additional paid-in capital | $ 0 | $ 10,631,250 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS Sustainable Development Acquisition I Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on December 16, 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 (“Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 4, 2021 (the “Effective Date”). On February 9, 2021, the Company consummated the IPO of 31,625,000 units (the “Units”) and, with respect to the shares of common stock included in the Units sold (the “Public Shares”), which included the full exercise by the underwriters of the over-allotment option to purchase an additional 4,125,000 Units, at $10.00 per Unit, generating gross proceeds of $316,250,000, which is discussed in Note 3. Each Unit consists of one share of Class A common stock and one-half Simultaneously with the closing of the IPO, the Company consummated the sale of 9,325,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to Sustainable Development Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds of $9,325,000, which is discussed in Note 4. Transaction costs of the IPO amounted to $17,404,019 consisting of $6,075,000 of underwriting discount, $10,631,250 of deferred underwriting discount, and $697,769 of other offering costs. Following the closing of the IPO on February 9, 2021, $316,250,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions of Rule 2a-7 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata share of the aggregate amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Company had only 24 months from February 9, 2021, the closing of the IPO, to complete an initial Business Combination (the “Combination Period”). On February 1, 2023 the Company voted and approved an amendment to the articles of incorporation to extend the Combination Period to August 12, 2023. However, if the Company does not complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s initial stockholders have agreed to (i) waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote any founder shares and any public shares held by them in favor of the Company’s initial Business Combination. The Company is currently in active discussions with an entity regarding a potential Business Combination (the “Potential Business Combination”), but the Company’s board of directors believes that there will not be sufficient time by the August 12, 2023 deadline to complete the Potential Business Combination. The Company’s Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity, Capital Resources and Going Concern As of December 31, 2022, the Company had approximately $318,932 in its operating bank account and working capital deficit of approximately $1,026,088 (adjusted for amounts available for withdraw from the trust for franchise and income tax obligations). The Company’s liquidity needs up to February 9, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of $136,678 (see Note 5). The promissory note from the Sponsor was outstanding at February 9, 2021, and paid in full as of February 11, 2021 (see Note 5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us working capital loans. On August 23, 2022 and December 21, 2022, the Company entered into a $500,000 and $550,000 promissory note agreement (the “Convertible Notes”), respectively, with the Sponsor. The Convertible Note is payable upon the consummation of initial business combination or convertible into warrants at a price of $1.00 at the Sponsor’s discretion. The Convertible Note provides up to $500,000 and $550,000 in funds to be drawn against it, respectively. The Convertible Note does not accrue interest. As of December 31, 2022, the Convertible Notes had the full amounts of $500,000 and $550,000 withdrawn, respectively. No further borrowing is available against the Convertible Notes as of December 31, 2022. If the Company does not consummate an initial business combination by August 12, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the liquidity condition due to insufficient working capital and mandatory liquidation, should an initial business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 12, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. 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 (including redemptions) 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. 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 c Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of 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 Marketable Securities Held in Trust Account As of December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. The Company accounts for its investments within the Trust Account under ASC 320 “Investments – Debt Securities.” Under ASC 320, all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information (see Note 8). During the period ended December 31, 2022 and 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4 and Note 8) in accordance with Accounting Standards Codification (“ASC”) 815-40, Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1. non-operating Common Stock Subject to Possible Redemption All of the 31,625,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheet as of December 31, 2022 and 2021 is reconciled in the following table: Gross Proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants (18,753,625 ) Class A common stock issuance costs (16,371,960 ) Plus: Remeasurement of carrying value to redemption value 35,125,585 Class A common stock subject to possible redemption a s of $ 316,250,000 Plus: Remeasurement of carrying value to redemption value 3,165,389 Class A common stock subject to possible redemption a s of $ 319,415,389 Share Based Compensation The Company complies with ASC Topic 718 “Compensation - Stock Compensation” regarding interests in founder shares transferred by the Sponsor to directors of the Company as compensation, which are described in Note 5. The interests in the Founder Shares effectively vest upon the Company completing the initial Business Combination and compensation expense will be recorded accordingly at that date based upon the initial grant date fair value, the determination of which represents a significant estimate. The grant date fair value is based upon an option pricing model. The Founders Shares were granted subject to a performance condition (i.e., consummation of the Business Combination). Compensation expense related to the Founders Shares will be recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2022, the Company determined that a Business Combination is not considered probable, and therefore no stock-based compensation expense has been recognized. Stock-based compensation will be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. 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 unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. 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 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 tax examinations 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 Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 25,137,500 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the years presented. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. Reconciliation of Net Income per Share The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per common share is calculated as follows: For the Year Ended December 31, For the Year Ended December 31, 2022 2021 Class A Common Stock Net income allocable to Class A common stock $ 12,066,006 $ 8,214,475 Basic and diluted weighted average shares outstanding 31,625,000 28,245,890 Basic and diluted net income per common share $ 0.38 $ 0.29 Class B Common Stock Net income allocable to Class B common stock $ 3,016,501 $ 2,267,252 Basic and diluted weighted average shares outstanding 7,906,250 7,796,062 Basic and diluted net income per common share $ 0.38 $ 0.29 Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured non-financial re-measured 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 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs See Note 8 for additional information on assets and liabilities measured at fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s 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 Public Units On February 9, 2021, the Company sold 31,625,000 Units, at a purchase price of $10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 4,125,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one common stock, and one-half On October 11, 2022, Barclays Capital Inc. (“Barclays”) notified the Company that, subject to certain conditions, Barclays waives its entitlement to the payment of its portion of any deferred compensation in connection with its role as underwriter in the Initial Public Offering. Public Warrants Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO, February 9, 2021, and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per share of Class A common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit. Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $ 0.01 per • upon not less than 30 days’ prior written notice of redemption (the “ 30 -day redemption period”) to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $ 18.00 per share (as adjusted for stock sub-divisions, stock capitalizations, reorganizations, recapitalizations and the like). Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $ 0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the “fair market value” of the Class A common stock (as defined below in the immediately following paragraph) except as otherwise described below; • if, and only if, the Reference Value equals or exceeds $ 10.00 per share (as adjusted for stock sub-divisions, stock capitalizations, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $ 18.00 per share (as adjusted for stock sub-divisions, stock capitalizations, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section (a) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Class A common stock over the exercise price of the warrants by (y) the fair market value and (B) per whole warrant. The “fair market value” as used in this paragraph shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. |
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 IPO, the Sponsor purchased an aggregate of 9,325,000 Private Warrants at a price of $1.00 per Private Warrant, for an aggregate purchase price of $9,325,000, in a private placement. Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Warrants will expire worthless. The Private Warrants are identical to the Public Warrants sold in the IPO except that the Private Warrants, so long as they are held by the initial stockholders or its permitted transferees, (i) they will not be redeemable by the Company for cash, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, and (iii) they may be exercised by the holders on a cashless basis. If the Private Warrants are held by holders other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the IPO. |
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 December 18, 2020, the Company’s initial stockholders purchased an aggregate of 7,187,500 shares of Class B common stock (the “Founder Shares”) for a capital contribution of $25,000. On February 4, 2021, the Company effected a stock dividend of one-tenth In January 2021, the Sponsor transferred 25,000 Founder Shares to each of the Company’s three independent directors, as an inducement to serve as directors of the Company, for a sales price of $0.003 per share, or an aggregate of $261 (the “purchase price”). The estimated fair value of the Founder Shares granted to the Company’s director nominees, was approximately $518,062, or $6.91 per share, which was calculated using a valuation model that takes into account various assumptions such as the probability of successfully completing a business combination and various other factors. The Company will record the fair value of the transferred shares as director compensation expense upon consummation of an initial business combination, in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 718 “Compensation-Stock Compensation”, which requires deferral of the expense recognition until after the performance condition is achieved, if the performance condition is a business combination or similar liquidity event. The transferred shares have the same terms and restrictions as the Founder Shares held by the Sponsor. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (subject to certain limited exceptions) until the earlier to occur of (i) one year after the completion of the Company’s initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property (the “Lock-up”). 30-trading Lock-up. Promissory Note - Related Party On December 18, 2020, the Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $300,000 to cover expenses related to the IPO. This loan was non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. On August 23, 2022, the Company entered into a $500,000 promissory note (the “Convertible Note”) agreement with the Sponsor. The Convertible Note is payable upon the consummation of initial business combination or convertible into warrants at a price of $1.00 at the Sponsor’s discretion. The Convertible Note provides up to $500,000 in funds to be drawn against it. The Convertible Note does not accrue interest. At December 31, 2022, $500,000 was outstanding from this Convertible Note. Management has determined the fair value of the note is more accurately recorded at par since the conversion price is significantly higher than the value of the warrants. No arm’s-length transaction by a note holder would result in a conversion with this fact pattern, thus it is a more accurate depiction with recording at par. As such, no fair value change was booked to the statements of operations. On December 21, 2022, the Company entered into a $550,000 promissory note (the “Convertible Note”) agreement with the Sponsor. The Convertible Note is payable upon the consummation of initial business combination or convertible into warrants at a price of $1.00 at the Sponsor’s discretion. The Convertible Note provides up to $550,000 in funds to be drawn against it. The Convertible Note does not accrue interest. At December 31, 2022, $550,000 was outstanding from this Convertible Note. Management has determined the fair value of the note is more accurately recorded at par since the conversion price is significantly higher than the value of the warrants. No arm’s-length transaction by a note holder would result in a conversion with this fact pattern, thus it is a more accurate depiction with recording at par. As such, no fair value change was booked to the statements of operations. At December 31, 2022 and 2021, other than the Convertible Notes described above, there was no outstanding balance on the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6 - COMMITMENTS AND CONTINGENCIES Underwriting Agreement The underwriter had a 45-day Upon consummation of the IPO on February 9, 2021, the underwriters were paid a cash underwriting fee of 2.0% of the gross proceeds of the IPO, or $6,075,000 in the aggregate. The underwriters are entitled to a deferred underwriting fee of $0.35 per unit, or $10,631,250 in the aggregate, excluding 1,250,000 units purchased by an affiliate of the Sponsor upon which the underwriters are not entitled to a fee. The deferred fee will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. Registration Rights The holders of the Founder Shares, Private Placement Warrants, and warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Public Offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 7 - STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common stock The Company’s Sponsor, directors and officers have agreed not to transfer, assign or sell their Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) if the reported closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of its initial Business Combination on a one-for-one as-converted Holders of record of the Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, with each share of common stock entitling the holder to one vote except as required by law. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 - FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: U.S. Money Market Funds held in Trust Account $ 320,678,313 $ 320,678,313 $ — $ — Liabilities Public Warrants Liability $ 632,500 $ 632,500 $ — $ — Private Placement Warrants Liability 414,314 — — 414,314 $ 1,046,814 $ 632,500 $ — $ 414,314 December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Assets: U.S. Money Market Funds held in Trust Account $ 316,273,116 $ 316,273,116 $ — $ — Liabilities Public Warrants Liability $ 9,327,794 $ 9,327,794 $ — $ — Private Placement Warrants Liability 5,550,399 — — 5,550,399 $ 14,878,193 $ 9,327,794 $ — $ 5,550,399 The Warrants are accounted for as liabilities in accordance with ASC 815-40 The Company established the initial fair value of the Public Warrants and Private Warrants on February 9, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. As of December 31, 2021, the fair value for the Private Warrants was estimated using a Monte Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public and Private Warrants were classified as Level 3 at the initial measurement date, and the Private Warrants were classified as Level 3 as of December 31, 2022 and 2021, due to the use of unobservable inputs. The transfer from Level 3 to Level 1 for the Public Warrants occurred on March 31, 2021 due to the use of the observed trading price of the separated Public Warrants. The following table presents the changes in Level 3 liabilities for the year ended December 31, 2022 and 2021: Fair Value at January 1, 2022 $ 5,550,399 Change in fair value of public and private warrants (5,136,085 ) Fair Value of private warrants at December 31, 2022 $ 414,314 Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 30,018,225 Change in fair value of public and private warrants (13,557,201 ) Public Warrants reclassified to Level 1 (10,910,625 ) Fair Value of private warrants at December 31, 2021 $ 5,550,399 The key inputs into the Monte Carlo simulation as of December 31, 2022 and 2021 were as follows: Inputs December 31, 2022 December 31, 2021 Risk-free interest rate 4.74 % 1.32 % Expected term remaining (years) 0.89 5.60 Expected volatility 7.8 % 10.7 % Stock price $ 10.06 $ 9.74 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | NOTE 9 - INCOME TAX The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Deferred tax asset Organizational costs/Start-up $ 757,852 $ 318,341 Unrealized gain/loss (215,870 ) — Federal net operating loss — 37,146 Total deferred tax asset (liability) 541,982 355,487 Valuation allowance (757,852 ) (355,487 ) Deferred tax asset (liability), net of allowance $ (215,870 ) $ — The income tax provision for the year ended December 31, 2022 and 2021 consists of the following: December 31, 2022 December 31, 2021 Federal Current $ 629,700 $ — Deferred (186,495 ) (354,980 ) State Current — — Deferred — — Change in valuation allowance 402,365 354,980 Income tax provision $ 845,570 $ — The Company’s federal net operating loss carryforward as of December 31, 2022 and 2021 amounted to $0 and $177,734 and will be carried forward indefinitely. 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 year ended December 31, 2022 and 2021, the change in the valuation allowance was $402,365 and $354,980, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate are as follows: December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (18.2 ) (24.4 ) Transaction costs allocated to warrants — — Fair value of private warrant liability in excess of proceeds — — Change in valuation allowance 2.5 3.4 Income tax provision 5.3 % — % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities, since inception. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 - SUBSEQUENT EVENTS The Company evaluated subsequent events an On February 1, 2023, stockholders of the Company held a special meeting of stockholders (the “Special Meeting”), where the stockholders of the Company approved an amendment (the “Extension Amendment”) to the Amended and Restated Certificate of Incorporation of the Company (the “Charter”) to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more business es, whi % of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that was consummated on February 9, 2021 from February 4, 2023 to August 12, 2023. The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on February 2, 2023. In connection with the votes to approve the Extension Amendment, 29,446,012 shares of common stock of the Company were tendered for redemption at a per-share price of $10.125. As such, approximately 93.11% of the public shares were redeemed and approximately 6.89% of the public shares remain outstanding. The Class A common stock was redeemed at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account deposits (net of franc hise |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
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 c |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of 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 |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account As of December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. The Company accounts for its investments within the Trust Account under ASC 320 “Investments – Debt Securities.” Under ASC 320, all of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information (see Note 8). During the period ended December 31, 2022 and 2021, the Company did not withdraw any of the interest income from the Trust Account to pay its tax obligations. |
Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 3, Note 4 and Note 8) in accordance with Accounting Standards Codification (“ASC”) 815-40, |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1. non-operating |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 31,625,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, 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. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheet as of December 31, 2022 and 2021 is reconciled in the following table: Gross Proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants (18,753,625 ) Class A common stock issuance costs (16,371,960 ) Plus: Remeasurement of carrying value to redemption value 35,125,585 Class A common stock subject to possible redemption a s of $ 316,250,000 Plus: Remeasurement of carrying value to redemption value 3,165,389 Class A common stock subject to possible redemption a s of $ 319,415,389 |
Share Based Compensation | Share Based Compensation The Company complies with ASC Topic 718 “Compensation - Stock Compensation” regarding interests in founder shares transferred by the Sponsor to directors of the Company as compensation, which are described in Note 5. The interests in the Founder Shares effectively vest upon the Company completing the initial Business Combination and compensation expense will be recorded accordingly at that date based upon the initial grant date fair value, the determination of which represents a significant estimate. The grant date fair value is based upon an option pricing model. The Founders Shares were granted subject to a performance condition (i.e., consummation of the Business Combination). Compensation expense related to the Founders Shares will be recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2022, the Company determined that a Business Combination is not considered probable, and therefore no stock-based compensation expense has been recognized. Stock-based compensation will be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. |
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 unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. 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 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 tax examinations 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 Share | Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. The Company has two classes of shares, Class A Common Stock and Class B Common Stock. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 25,137,500 shares of Class A common stock in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the years presented. Basic and diluted net income per common share for Class A common stock and Class B common stock is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A common stock and Class B common stock outstanding, allocated proportionally to each class of common stock. Reconciliation of Net Income per Share The Company’s net income is adjusted for the portion of net income that is allocable to each class of common stock. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B common stock to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per common share is calculated as follows: For the Year Ended December 31, For the Year Ended December 31, 2022 2021 Class A Common Stock Net income allocable to Class A common stock $ 12,066,006 $ 8,214,475 Basic and diluted weighted average shares outstanding 31,625,000 28,245,890 Basic and diluted net income per common share $ 0.38 $ 0.29 Class B Common Stock Net income allocable to Class B common stock $ 3,016,501 $ 2,267,252 Basic and diluted weighted average shares outstanding 7,906,250 7,796,062 Basic and diluted net income per common share $ 0.38 $ 0.29 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured non-financial re-measured 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 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 - Valuations based on inputs See Note 8 for additional information on assets and liabilities measured at fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Reconciliation of Class A Common Stock Subject to Possible Redemption | The Class A common stock subject to possible redemption reflected on the balance sheet as of December 31, 2022 and 2021 is reconciled in the following table: Gross Proceeds $ 316,250,000 Less: Proceeds allocated to Public Warrants (18,753,625 ) Class A common stock issuance costs (16,371,960 ) Plus: Remeasurement of carrying value to redemption value 35,125,585 Class A common stock subject to possible redemption a s of $ 316,250,000 Plus: Remeasurement of carrying value to redemption value 3,165,389 Class A common stock subject to possible redemption a s of $ 319,415,389 |
Basic and Diluted Income per Common Share | Accordingly, basic and diluted income per common share is calculated as follows: For the Year Ended December 31, For the Year Ended December 31, 2022 2021 Class A Common Stock Net income allocable to Class A common stock $ 12,066,006 $ 8,214,475 Basic and diluted weighted average shares outstanding 31,625,000 28,245,890 Basic and diluted net income per common share $ 0.38 $ 0.29 Class B Common Stock Net income allocable to Class B common stock $ 3,016,501 $ 2,267,252 Basic and diluted weighted average shares outstanding 7,906,250 7,796,062 Basic and diluted net income per common share $ 0.38 $ 0.29 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | 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: December 31, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: U.S. Money Market Funds held in Trust Account $ 320,678,313 $ 320,678,313 $ — $ — Liabilities Public Warrants Liability $ 632,500 $ 632,500 $ — $ — Private Placement Warrants Liability 414,314 — — 414,314 $ 1,046,814 $ 632,500 $ — $ 414,314 December 31, 2021 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs (Level 3) Assets: U.S. Money Market Funds held in Trust Account $ 316,273,116 $ 316,273,116 $ — $ — Liabilities Public Warrants Liability $ 9,327,794 $ 9,327,794 $ — $ — Private Placement Warrants Liability 5,550,399 — — 5,550,399 $ 14,878,193 $ 9,327,794 $ — $ 5,550,399 |
Changes in Level 3 Liabilities | The following table presents the changes in Level 3 liabilities for the year ended December 31, 2022 and 2021: Fair Value at January 1, 2022 $ 5,550,399 Change in fair value of public and private warrants (5,136,085 ) Fair Value of private warrants at December 31, 2022 $ 414,314 Fair Value at January 1, 2021 $ — Initial fair value of public and private warrants 30,018,225 Change in fair value of public and private warrants (13,557,201 ) Public Warrants reclassified to Level 1 (10,910,625 ) Fair Value of private warrants at December 31, 2021 $ 5,550,399 |
Key Inputs into Monte Carlo Simulation | The key inputs into the Monte Carlo simulation as of December 31, 2022 and 2021 were as follows: Inputs December 31, 2022 December 31, 2021 Risk-free interest rate 4.74 % 1.32 % Expected term remaining (years) 0.89 5.60 Expected volatility 7.8 % 10.7 % Stock price $ 10.06 $ 9.74 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Net Deferred Tax Assets | The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Deferred tax asset Organizational costs/Start-up $ 757,852 $ 318,341 Unrealized gain/loss (215,870 ) — Federal net operating loss — 37,146 Total deferred tax asset (liability) 541,982 355,487 Valuation allowance (757,852 ) (355,487 ) Deferred tax asset (liability), net of allowance $ (215,870 ) $ — |
Income Tax Provision | The income tax provision for the year ended December 31, 2022 and 2021 consists of the following: December 31, 2022 December 31, 2021 Federal Current $ 629,700 $ — Deferred (186,495 ) (354,980 ) State Current — — Deferred — — Change in valuation allowance 402,365 354,980 Income tax provision $ 845,570 $ — |
Reconciliation of Federal Income Tax Rate to Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate are as follows: December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (18.2 ) (24.4 ) Transaction costs allocated to warrants — — Fair value of private warrant liability in excess of proceeds — — Change in valuation allowance 2.5 3.4 Income tax provision 5.3 % — % |
Organization and Business Ope_2
Organization and Business Operations, Summary (Details) | 12 Months Ended | ||||
Feb. 09, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Business $ / shares shares | Dec. 31, 2021 USD ($) | Aug. 16, 2022 | Aug. 12, 2021 $ / shares | |
Organization and Business Operations [Abstract] | |||||
Gross proceeds from initial public offering | $ 0 | $ 310,175,000 | |||
Number of securities called by each unit (in shares) | shares | 0.50 | ||||
Gross proceeds from private placement | 0 | 9,325,000 | |||
Cash deposited in Trust Account | $ 0 | 316,250,000 | |||
Period to complete Business Combination from closing of Initial Public Offering | 24 months | ||||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | ||||
Percentage of excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations | 1% | ||||
Percentage of the fair market value of the shares repurchased at the time of the repurchase representing excise tax amount | 1% | ||||
Minimum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of operating businesses included in initial Business Combination | Business | 1 | ||||
Maximum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | ||||
Class A Common Stock [Member] | Minimum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Share price (in dollars per share) | $ / shares | $ 12 | ||||
Initial Public Offering [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Units issued (in shares) | shares | 31,625,000 | ||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||
Gross proceeds from initial public offering | $ 316,250,000 | $ 316,250,000 | |||
Transaction costs | 17,404,019 | ||||
Underwriting discount | 6,075,000 | ||||
Deferred underwriting discount | 10,631,250 | ||||
Other offering costs | 697,769 | ||||
Cash deposited in Trust Account | $ 316,250,000 | ||||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 10 | ||||
Redemption price (in dollars per share) | $ / shares | $ 10 | ||||
Initial Public Offering [Member] | Public Warrants [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of securities called by each unit (in shares) | shares | 0.50 | ||||
Warrants exercise price (In dollars per share) | $ / shares | $ 11.5 | 11.5 | |||
Initial Public Offering [Member] | Class A Common Stock [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of securities called by each unit (in shares) | shares | 1 | ||||
Initial Public Offering [Member] | Class A Common Stock [Member] | Public Warrants [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of common stock called by each warrant (in shares) | shares | 1 | ||||
Over-Allotment Option [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Units issued (in shares) | shares | 4,125,000 | ||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Share price (in dollars per share) | $ / shares | $ 1 | $ 1 | |||
Number of common stock called by each warrant (in shares) | shares | 1 | ||||
Warrants exercise price (In dollars per share) | $ / shares | $ 11.5 | ||||
Warrants issued (in shares) | shares | 9,325,000 | 9,325,000 | |||
Gross proceeds from private placement | $ 9,325,000 | $ 9,325,000 |
Organization and Business Ope_3
Organization and Business Operations, Liquidity, Capital Resources and Going Concern (Details) - USD ($) | 12 Months Ended | ||||||
Feb. 11, 2021 | Feb. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 21, 2022 | Aug. 23, 2022 | Dec. 18, 2020 | |
Liquidity and Capital Resources [Abstract] | |||||||
Cash in operating bank account | $ 318,932 | $ 1,013,843 | |||||
Working capital | 1,026,088 | ||||||
Proceeds from promissory note | 1,050,000 | 121,228 | |||||
Payment of debt to related party | 0 | $ 136,678 | |||||
Sponsor [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Capital contribution | $ 25,000 | ||||||
Sponsor [Member] | Promissory Note [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Proceeds from promissory note | $ 136,678 | ||||||
Aggregate principal amount of note | $ 300,000 | ||||||
Payment of debt to related party | $ 136,678 | ||||||
Sponsor [Member] | Convertible Note [Member] | |||||||
Liquidity and Capital Resources [Abstract] | |||||||
Aggregate principal amount of note | $ 550,000 | $ 550,000 | $ 500,000 | ||||
Conversion price (in dollars per share) | $ 1 | $ 1 |
Significant Accounting Polici_4
Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies, Common Stock Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | ||
Feb. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock Subject to Possible Redemption [Abstract] | |||
Gross Proceeds | $ 0 | $ 310,175,000 | |
Class A common stock issuance costs | 0 | (655,579) | |
Class A common stock subject to possible redemption | $ 319,415,389 | $ 316,250,000 | |
Class A Common Stock [Member] | |||
Common Stock Subject to Possible Redemption [Abstract] | |||
Shares subject to possible redemption (in shares) | 31,625,000 | 31,625,000 | |
Initial Public Offering [Member] | |||
Common Stock Subject to Possible Redemption [Abstract] | |||
Gross Proceeds | $ 316,250,000 | $ 316,250,000 | |
Initial Public Offering [Member] | Class A Common Stock [Member] | |||
Common Stock Subject to Possible Redemption [Abstract] | |||
Class A common stock issuance costs | (16,371,960) | ||
Remeasurement of carrying value to redemption value | $ 3,165,389 | 35,125,585 | |
Class A common stock subject to possible redemption | $ 319,415,389 | 316,250,000 | |
Initial Public Offering [Member] | Public Warrants [Member] | |||
Common Stock Subject to Possible Redemption [Abstract] | |||
Proceeds allocated to Public Warrants | $ (18,753,625) |
Significant Accounting Polici_6
Significant Accounting Policies, Income Taxes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued for interest penalties | $ 0 | $ 0 |
Significant Accounting Polici_7
Significant Accounting Policies, Net Income Per Share (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Class $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Net Income per Share [Abstract] | ||
Number of share classes reported | Class | 2 | |
Shares excluded in calculation of diluted loss per share (in shares) | 25,137,500 | 25,137,500 |
Class A Common Stock [Member] | ||
Net Income Attributable to Parent [Abstract] | ||
Net income allocable to common stock | $ | $ 12,066,006 | $ 8,214,475 |
Weighted Average Number of Shares Outstanding [Abstract] | ||
Basic weighted average shares outstanding (in shares) | 31,625,000 | 28,245,890 |
Diluted weighted average shares outstanding (in shares) | 31,625,000 | 28,245,890 |
Basic net income per share (in dollars per share) | $ / shares | $ 0.38 | $ 0.29 |
Diluted net income per share (in dollars per share) | $ / shares | $ 0.38 | $ 0.29 |
Class B Common Stock [Member] | ||
Net Income Attributable to Parent [Abstract] | ||
Net income allocable to common stock | $ | $ 3,016,501 | $ 2,267,252 |
Weighted Average Number of Shares Outstanding [Abstract] | ||
Basic weighted average shares outstanding (in shares) | 7,906,250 | 7,796,062 |
Diluted weighted average shares outstanding (in shares) | 7,906,250 | 7,796,062 |
Basic net income per share (in dollars per share) | $ / shares | $ 0.38 | $ 0.29 |
Diluted net income per share (in dollars per share) | $ / shares | $ 0.38 | $ 0.29 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 12 Months Ended | |
Feb. 09, 2021 | Dec. 31, 2022 | |
Public Units [Abstract] | ||
Number of common stock included in each unit (in shares) | 0.50 | |
Public Warrants [Abstract] | ||
Period to exercise warrants after business combination | 30 days | |
Period to exercise warrants after closing of Initial Public Offering | 12 months | |
Expiration period of warrants | 5 years | |
Threshold trigger price for redemption of warrants (in dollars per share) | $ 10 | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Period for registration statement to become effective | 60 days | |
Class A Common Stock [Member] | ||
Public Warrants [Abstract] | ||
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Common Stock [Member] | Minimum [Member] | ||
Public Units [Abstract] | ||
Unit price (in dollars per share) | $ 12 | |
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 12 | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||
Public Warrants [Abstract] | ||
Percentage multiplier | 180% | |
Warrant redemption price (in dollars per share) | $ 0.01 | |
Notice period to redeem warrants | 30 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Trading days before notice to warrant holders | 3 days | |
Redemption period | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | ||
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||
Public Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 10 days | |
Warrant redemption price (in dollars per share) | $ 0.1 | |
Notice period to redeem warrants | 30 days | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Minimum [Member] | ||
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Maximum [Member] | ||
Public Units [Abstract] | ||
Number of common stock called by each warrant (in shares) | 0.361 | |
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member] | ||
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 18 | |
Initial Public Offering [Member] | ||
Public Units [Abstract] | ||
Units issued (in shares) | 31,625,000 | |
Unit price (in dollars per share) | $ 10 | |
Initial Public Offering [Member] | Public Warrants [Member] | ||
Public Units [Abstract] | ||
Number of common stock included in each unit (in shares) | 0.50 | |
Public Warrants [Abstract] | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | $ 11.5 |
Initial Public Offering [Member] | Class A Common Stock [Member] | ||
Public Units [Abstract] | ||
Number of common stock included in each unit (in shares) | 1 | |
Initial Public Offering [Member] | Class A Common Stock [Member] | Public Warrants [Member] | ||
Public Units [Abstract] | ||
Number of common stock called by each warrant (in shares) | 1 | |
Initial Public Offering [Member] | Common Stock [Member] | ||
Public Units [Abstract] | ||
Number of common stock included in each unit (in shares) | 1 | |
Number of common stock called by each warrant (in shares) | 1 | 1 |
Over-Allotment Option [Member] | ||
Public Units [Abstract] | ||
Units issued (in shares) | 4,125,000 | |
Unit price (in dollars per share) | $ 10 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | ||
Public Warrants [Abstract] | ||
Percentage multiplier | 115% | |
Warrant redemption price (in dollars per share) | $ 18 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||
Public Warrants [Abstract] | ||
Percentage of aggregate gross proceeds of issuance available for funding of business combination | 60% | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Common Stock [Member] | Maximum [Member] | ||
Public Warrants [Abstract] | ||
Share price (in dollars per share) | $ 9.2 | |
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Common Stock [Member] | ||
Public Warrants [Abstract] | ||
Trading day period to calculate volume weighted average trading price | 20 days |
Private Placement (Details)
Private Placement (Details) - USD ($) | 12 Months Ended | ||
Feb. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement [Abstract] | |||
Proceeds from private placement of warrants | $ 0 | $ 9,325,000 | |
Private Placement [Member] | Private Placement Warrants [Member] | |||
Private Placement [Abstract] | |||
Warrants issued (in shares) | 9,325,000 | 9,325,000 | |
Share price (in dollars per share) | $ 1 | $ 1 | |
Proceeds from private placement of warrants | $ 9,325,000 | $ 9,325,000 | |
Number of common stock called by each warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Holding period for transfer, assignment or sale of warrants | 30 days |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) | 1 Months Ended | 12 Months Ended | ||||
Feb. 09, 2021 USD ($) shares | Dec. 18, 2020 USD ($) shares | Jan. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 Director $ / shares shares | Dec. 31, 2021 shares | Feb. 04, 2021 shares | |
Related Party Transactions [Abstract] | ||||||
Number of directors | Director | 3 | |||||
Period to not transfer, assign or sell Founder Shares | 1 year | |||||
Threshold trading days | 20 days | |||||
Threshold consecutive trading days | 30 days | |||||
Class A Common Stock [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Common stock, shares issued (in shares) | 0 | 0 | ||||
Common stock, shares outstanding (in shares) | 0 | 0 | ||||
Threshold trading days | 20 days | |||||
Threshold consecutive trading days | 30 days | |||||
Class A Common Stock [Member] | Minimum [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Share price (in dollars per share) | $ / shares | $ 12 | |||||
Threshold period after initial business combination | 150 days | |||||
Class B Common Stock [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Common stock, shares issued (in shares) | 7,906,250 | 7,906,250 | ||||
Common stock, shares outstanding (in shares) | 7,906,250 | 7,906,250 | ||||
Sponsor [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Proceeds from issuance of common stock to Sponsor | $ | $ 25,000 | |||||
Common stock, shares outstanding (in shares) | 1,031,250 | |||||
Sponsor [Member] | Class A Common Stock [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Period to not transfer, assign or sell Founder Shares | 1 year | |||||
Sponsor [Member] | Class B Common Stock [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Shares issued (in shares) | 7,187,500 | |||||
Proceeds from issuance of common stock to Sponsor | $ | $ 25,000 | |||||
Stock dividend (in shares) | 0.1 | |||||
Common stock, shares issued (in shares) | 7,906,250 | |||||
Common stock, shares outstanding (in shares) | 7,906,250 | |||||
Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Common stocks subject to forfeiture (in shares) | 937,500 | 1,031,250 | ||||
Sponsor [Member] | Class B Common Stock [Member] | Director [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Fair value of founder shares granted | $ | $ 518,062 | |||||
Fair value of founder shares granted (in dollars per share) | $ / shares | $ 6.91 | |||||
Share price (in dollars per share) | $ / shares | $ 0.003 | |||||
Purchase price of shares | $ | $ 261 | |||||
Sponsor [Member] | Class B Common Stock [Member] | Director 1 [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Shares issued (in shares) | 25,000 | |||||
Sponsor [Member] | Class B Common Stock [Member] | Director 2 [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Shares issued (in shares) | 25,000 | |||||
Sponsor [Member] | Class B Common Stock [Member] | Director 3 [Member] | ||||||
Related Party Transactions [Abstract] | ||||||
Shares issued (in shares) | 25,000 |
Related Party Transactions, Pro
Related Party Transactions, Promissory Note (Details) - USD ($) | 12 Months Ended | ||||
Feb. 11, 2021 | Feb. 09, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 18, 2020 | |
Related Party Transactions [Abstract] | |||||
Amount drawn | $ 1,050,000 | $ 121,228 | |||
Payment of debt to related party | $ 0 | $ 136,678 | |||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transactions [Abstract] | |||||
Aggregate principal amount of note | $ 300,000 | ||||
Amount drawn | $ 136,678 | ||||
Payment of debt to related party | $ 136,678 |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 21, 2022 | Aug. 23, 2022 | Dec. 31, 2021 | |
Working Capital Loans [Member] | ||||
Related Party Transactions [Abstract] | ||||
Loans outstanding | $ 0 | $ 0 | ||
Sponsor, Affiliate of Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | ||||
Related Party Transactions [Abstract] | ||||
Conversion price (in dollars per share) | $ 1 | |||
Sponsor, Affiliate of Sponsor, or Certain of the Company's Officers and Directors [Member] | Working Capital Loans [Member] | Maximum [Member] | ||||
Related Party Transactions [Abstract] | ||||
Loans that can be converted into Warrants at lenders' discretion | $ 2,000,000 | |||
Sponsor [Member] | Convertible Promissory Note [Member] | ||||
Related Party Transactions [Abstract] | ||||
Conversion price (in dollars per share) | $ 1 | $ 1 | ||
Aggregate principal amount of note | $ 550,000 | $ 550,000 | $ 500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Feb. 09, 2021 USD ($) $ / shares shares | Dec. 31, 2022 Demand |
Underwriting Agreement [Abstract] | ||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |
Additional Units that can be purchased to cover over-allotments (in shares) | 4,125,000 | |
Underwriter fee discount | 2% | |
Underwriting discount | $ | $ 6,075,000 | |
Deferred underwriting commissions per Unit (in dollars per share) | $ / shares | $ 0.35 | |
Deferred underwriting commissions | $ | $ 10,631,250 | |
Number of units purchased by an affiliate (in shares) | 1,250,000 | |
Maximum [Member] | ||
Registration Rights [Abstract] | ||
Number of demands eligible security holder can make | Demand | 3 | |
Over-Allotment Option [Member] | ||
Underwriting Agreement [Abstract] | ||
Units issued (in shares) | 4,125,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | 12 Months Ended | |
Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Stockholders' Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Holding period for transfer, assignment or sale of Founder Shares | 1 year | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | |
Stock conversion percentage threshold | 20% | |
Votes per share | Vote | 1 | |
Class A Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Common stock subject to possible redemption (in shares) | 31,625,000 | 31,625,000 |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Class A Common Stock [Member] | Minimum [Member] | ||
Stockholders' Equity [Abstract] | ||
Share price (in dollars per share) | $ / shares | $ 12 | |
Period after initial business combination | 150 days | |
Class B Common Stock [Member] | ||
Stockholders' Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares issued (in shares) | 7,906,250 | 7,906,250 |
Common stock, shares outstanding (in shares) | 7,906,250 | 7,906,250 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Liabilities [Abstract] | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Deferred Tax Liabilities, Gross | Deferred Tax Liabilities, Gross |
Recurring [Member] | ||
Assets [Abstract] | ||
U.S. Money Market Funds held in Trust Account | $ 320,678,313 | $ 316,273,116 |
Liabilities [Abstract] | ||
Warrants liability | 1,046,814 | 14,878,193 |
Recurring [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants liability | 632,500 | 9,327,794 |
Recurring [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants liability | 414,314 | 5,550,399 |
Recurring [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
U.S. Money Market Funds held in Trust Account | 320,678,313 | 316,273,116 |
Liabilities [Abstract] | ||
Warrants liability | 632,500 | 9,327,794 |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants liability | 632,500 | 9,327,794 |
Recurring [Member] | Level 1 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants liability | 0 | 0 |
Recurring [Member] | Level 2 [Member] | ||
Assets [Abstract] | ||
U.S. Money Market Funds held in Trust Account | 0 | 0 |
Liabilities [Abstract] | ||
Warrants liability | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants liability | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants liability | 0 | 0 |
Recurring [Member] | Level 3 [Member] | ||
Assets [Abstract] | ||
U.S. Money Market Funds held in Trust Account | 0 | 0 |
Liabilities [Abstract] | ||
Warrants liability | 414,314 | 5,550,399 |
Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants liability | 0 | 0 |
Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants liability | $ 414,314 | $ 5,550,399 |
Fair Value Measurements, Change
Fair Value Measurements, Changes in Level 3 Liabilities (Details) - Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, beginning of period | $ 5,550,399 | $ 0 |
Initial fair value of public and private warrants | 30,018,225 | |
Change in fair value of public and private warrants | (5,136,085) | (13,557,201) |
Public Warrants reclassified to Level 1 | (10,910,625) | |
Fair Value, end of period | $ 414,314 | $ 5,550,399 |
Fair Value Measurements, Key In
Fair Value Measurements, Key Inputs into Monte Carlo Simulation (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Expected term remaining | 5 years | |
Warrants [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Expected term remaining | 10 months 20 days | 5 years 7 months 6 days |
Warrants [Member] | Risk-free Interest Rate [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Key measurement input | 0.0474 | 0.0132 |
Warrants [Member] | Expected Volatility [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Key measurement input | 0.078 | 0.107 |
Warrants [Member] | Stock Price [Member] | ||
Key Inputs into Monte Carlo Simulation [Abstract] | ||
Key measurement input | 10.06 | 9.74 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax asset [Abstract] | ||
Organizational costs/Start-up costs | $ 757,852 | $ 318,341 |
Unrealized gain/loss | (215,870) | 0 |
Federal net operating loss | 0 | 37,146 |
Total deferred tax asset (liability) | 541,982 | 355,487 |
Valuation allowance | (757,852) | (355,487) |
Deferred tax asset (liability), net of allowance | (215,870) | 0 |
Federal [Abstract] | ||
Current | 629,700 | 0 |
Deferred | (186,495) | (354,980) |
State [Abstract] | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 402,365 | 354,980 |
Income tax provision | 845,570 | 0 |
Net operating loss carryforward | $ 0 | $ 177,734 |
Reconciliation of Federal Income Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Change in fair value of warrant liabilities | (18.20%) | (24.40%) |
Transaction costs allocated to warrants | 0 | 0 |
Fair value of private warrant liability in excess of proceeds | 0 | 0 |
Change in valuation allowance | 2.50% | 3.40% |
Income tax provision | 5.30% | 0% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - $ / shares | 6 Months Ended | |||
Feb. 01, 2023 | Aug. 12, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | ||||
Subsequent Event [Line Items] | ||||
Temproary equity, shares outstanding | 31,625,000 | 31,625,000 | ||
Temproary equity, redemption price per share | $ 10.1 | $ 10 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
percentage of repurchase of share | 93.11% | |||
Percentage of shares outstanding | 6.89% | |||
Subsequent Event [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Temproary equity, shares outstanding | 29,446,012 | |||
Temproary equity, redemption price per share | $ 10.125 | |||
Subsequent Event [Member] | Common Class A [Member] | IPO [Member] | ||||
Subsequent Event [Line Items] | ||||
percentage of repurchase of share | 100% |