Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Document Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-40126 | |
Entity Registrant Name | DHB CAPITAL CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-4335869 | |
Entity Address, Address Line One | 5 Brewster Street | |
Entity Address, Address Line Two | #2105 | |
Entity Address, City or Town | Glen Cove | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 11542 | |
City Area Code | 646 | |
Local Phone Number | 450-5664 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001838176 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A Common Stock and one-third of one Redeemable Warrant | ||
Document Information | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stockand one-third of one Redeemable Warrant | |
Trading Symbol | DHBCU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Document Information | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | DHBC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 28,750,000 | |
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share | ||
Document Information | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A CommonStock for $11.50 per share | |
Trading Symbol | DHBCW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock | ||
Document Information | ||
Entity Common Stock, Shares Outstanding | 7,187,500 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 107,114 | $ 197,153 |
Prepaid Expenses | 205,799 | 525,223 |
Total Current Assets | 312,913 | 722,376 |
Investments held in Trust Account | 289,207,184 | 287,515,421 |
TOTAL ASSETS | 289,520,097 | 288,237,797 |
Current liabilities | ||
Accounts payable and accrued expenses | 936,396 | 1,450,371 |
Income tax payable | 293,314 | |
Promissory note - related party | 1,450,000 | |
Total Current Liabilities | 2,679,710 | 1,450,371 |
Deferred underwriting fee payable | 10,062,500 | 10,062,500 |
Warrant Liabilities | 737,500 | 9,622,541 |
Total Liabilities | 13,479,710 | 21,135,412 |
Commitments and Contingencies | ||
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (12,564,152) | (20,398,334) |
Total Stockholders' Deficit | (12,563,433) | (20,397,615) |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS' DEFICIT | 289,520,097 | 288,237,797 |
Class A common stock subject to possible redemption | ||
Current liabilities | ||
Class A common stock subject to possible redemption 28,750,000 shares at a redemption value of $10.04 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively | 288,603,820 | 287,500,000 |
Class B Common Stock | ||
Stockholders' Deficit | ||
Common stock | $ 719 | $ 719 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 300,000,000 | 300,000,000 |
Class A common stock subject to possible redemption | ||
Redemption price per share | $ 10.04 | $ 10 |
Class A common stock subject to possible redemption, outstanding (in shares) | 28,750,000 | 28,750,000 |
Class A Common Stock Not Subject to Redemption | ||
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 7,187,500 | 7,187,500 |
Common shares, shares outstanding | 7,187,500 | 7,187,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
General and administrative expenses | $ 273,468 | $ 315,791 | $ 1,385,488 | $ 1,989,533 |
Loss from operations | (273,468) | (315,791) | (1,385,488) | (1,989,533) |
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 1,299,948 | 4,416 | 1,731,763 | 9,969 |
Transaction costs incurred in connection with warrant liabilities | (472,097) | |||
Change in fair value of warrant liabilities | 1,022,250 | 3,739,167 | 8,885,041 | 3,149,166 |
Total other income, net | 2,322,198 | 3,743,583 | 10,616,804 | 2,687,038 |
Income before provision for income taxes | 2,048,730 | 3,427,792 | 9,231,316 | 697,505 |
Provision for income taxes | (262,489) | (293,314) | ||
Net income | $ 1,786,241 | $ 3,427,792 | $ 8,938,002 | $ 697,505 |
Class A Common Stock | ||||
Other income (expense): | ||||
Weighted average shares outstanding, basic | 28,750,000 | 28,750,000 | 28,750,000 | 27,835,478 |
Weighted average shares outstanding, diluted | 28,750,000 | 28,750,000 | 28,750,000 | 27,835,478 |
Basic net income per share | $ 0.05 | $ 0.10 | $ 0.25 | $ 0.02 |
Diluted net income per share | $ 0.05 | $ 0.10 | $ 0.25 | $ 0.02 |
Class B Common Stock | ||||
Other income (expense): | ||||
Weighted average shares outstanding, basic | 7,187,500 | 7,187,500 | 7,187,500 | 6,935,892 |
Weighted average shares outstanding, diluted | 7,187,500 | 7,187,500 | 7,187,500 | 6,935,892 |
Basic net income per share | $ 0.05 | $ 0.10 | $ 0.25 | $ 0.02 |
Diluted net income per share | $ 0.05 | $ 0.10 | $ 0.25 | $ 0.02 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Class B Common Stock Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2020 | $ 719 | $ 24,281 | $ (770) | $ 24,230 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 7,187,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Excess cash received over fair value of Private Placement Warrants | 3,255,000 | 3,255,000 | ||
Remeasurement of Class A common stock to redemption amount | (3,279,281) | (20,733,272) | (24,012,553) | |
Net income (loss) | 1,448,608 | 1,448,608 | ||
Balance at the end at Mar. 31, 2021 | $ 719 | (19,285,434) | (19,284,715) | |
Balance at the end (in shares) at Mar. 31, 2021 | 7,187,500 | |||
Balance at the beginning at Dec. 31, 2020 | $ 719 | 24,281 | (770) | 24,230 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 7,187,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | 697,505 | |||
Balance at the end at Sep. 30, 2021 | $ 719 | (20,036,537) | (20,035,818) | |
Balance at the end (in shares) at Sep. 30, 2021 | 7,187,500 | |||
Balance at the beginning at Dec. 31, 2020 | $ 719 | $ 24,281 | (770) | 24,230 |
Balance at the beginning (in shares) at Dec. 31, 2020 | 7,187,500 | |||
Balance at the end at Dec. 31, 2021 | $ 719 | (20,398,334) | (20,397,615) | |
Balance at the end (in shares) at Dec. 31, 2021 | 7,187,500 | |||
Balance at the beginning at Mar. 31, 2021 | $ 719 | (19,285,434) | (19,284,715) | |
Balance at the beginning (in shares) at Mar. 31, 2021 | 7,187,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | (4,178,895) | (4,178,895) | ||
Balance at the end at Jun. 30, 2021 | $ 719 | (23,464,329) | (23,463,610) | |
Balance at the end (in shares) at Jun. 30, 2021 | 7,187,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | 3,427,792 | 3,427,792 | ||
Balance at the end at Sep. 30, 2021 | $ 719 | (20,036,537) | (20,035,818) | |
Balance at the end (in shares) at Sep. 30, 2021 | 7,187,500 | |||
Balance at the beginning at Dec. 31, 2021 | $ 719 | (20,398,334) | (20,397,615) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 7,187,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | 4,485,249 | 4,485,249 | ||
Balance at the end at Mar. 31, 2022 | $ 719 | (15,913,085) | (15,912,366) | |
Balance at the end (in shares) at Mar. 31, 2022 | 7,187,500 | |||
Balance at the beginning at Dec. 31, 2021 | $ 719 | (20,398,334) | (20,397,615) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 7,187,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income (loss) | 8,938,002 | |||
Balance at the end at Sep. 30, 2022 | $ 719 | (12,564,152) | (12,563,433) | |
Balance at the end (in shares) at Sep. 30, 2022 | 7,187,500 | |||
Balance at the beginning at Mar. 31, 2022 | $ 719 | (15,913,085) | (15,912,366) | |
Balance at the beginning (in shares) at Mar. 31, 2022 | 7,187,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of Class A common stock to redemption amount | (116,361) | (116,361) | ||
Net income (loss) | 2,666,512 | 2,666,512 | ||
Balance at the end at Jun. 30, 2022 | $ 719 | (13,362,934) | (13,362,215) | |
Balance at the end (in shares) at Jun. 30, 2022 | 7,187,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Remeasurement of Class A common stock to redemption amount | (987,459) | (987,459) | ||
Net income (loss) | 1,786,241 | 1,786,241 | ||
Balance at the end at Sep. 30, 2022 | $ 719 | $ (12,564,152) | $ (12,563,433) | |
Balance at the end (in shares) at Sep. 30, 2022 | 7,187,500 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income | $ 8,938,002 | $ 697,505 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Operating costs paid through promissory note | 450 | |||
Interest earned on marketable securities held in Trust Account | $ (1,299,948) | $ (4,416) | (1,731,763) | (9,969) |
Change in fair value of warrant liabilities | (1,022,250) | (3,739,167) | (8,885,041) | (3,149,166) |
Transaction costs allocable to warrant liabilities | 472,097 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 319,424 | (640,340) | ||
Accounts payable and accrued expenses | (513,975) | 1,316,373 | ||
Income tax payable | 293,314 | 0 | ||
Net cash flows used in operating activities | (1,580,039) | (1,313,050) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Investment of cash in Trust Account | (287,500,000) | |||
Cash withdrawn from Trust Account to pay franchise and income taxes | 40,000 | 0 | ||
Net cash flows provided by (used in) financing activities | 40,000 | (287,500,000) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 281,750,000 | |||
Proceeds from sale of Private Placement Warrants | 7,750,000 | |||
Proceeds from promissory note - related party | 1,450,000 | 0 | ||
Repayment of promissory note - related party | (121,049) | |||
Payment of offering costs | (285,655) | |||
Net cash flows provided by financing activities | 1,450,000 | 289,093,296 | ||
Net Change in Cash | (90,039) | 280,246 | ||
Cash - Beginning of period | 197,153 | 0 | ||
Cash - End of period | $ 107,114 | $ 280,246 | $ 107,114 | 280,246 |
Non-Cash investing and financing activities: | ||||
Offering paid through promissory note | 101,497 | |||
Deferred underwriting fee payable | $ 10,062,500 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS DHB Capital Corp. is a blank check company incorporated in Delaware on December 15, 2020. The Company was formed for the purpose of effecting a Business Combination. The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity from inception through September 30, 2022 relates to the Company’s formation, the Initial Public Offering, which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account. The Registration Statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant in the Private Placement to the Sponsor, generating gross proceeds of $7,000,000, which is described in Note 4. Following the closing of the Initial Public Offering on March 4, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed the Trust Account, located in the United States and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. On March 17, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 3,750,000 Units issued for an aggregate amount of $37,500,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 500,000 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $750,000. A total of $37,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $287,500,000. Transaction costs amounted to $16,242,984, consisting of $5,750,000 in cash underwriting fees, net of expenses reimbursed by the underwriter, $10,062,000 of deferred underwriting fees and $430,484 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company has until March 4, 2023 to complete a Business Combination. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten On October 31, 2022, the Company filed a preliminary proxy statement to hold a special meeting of stockholders to seek approvals to (i) amend the Certificate of Incorporation and change the last day of the Combination Period from March 4, 2023 to such other date as shall be determined by the Company’s board of directors and publicly announced by the Company, provided that such other date shall be no sooner than the date of the effectiveness of the Charter Amendment and no later than December 30, 2022 (such date, the “Amended Termination Date”) and (ii) adopt an amendment to the Investment Management Trust Agreement, dated March 1, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”), to change the date on which Continental must commence liquidation of the Trust Account to the Amended Termination Date (clauses (i) and (ii) collectively, the “Proposals”). If the Proposals are not approved at the special meeting, then the Combination Period shall remain as is. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of September 30, 2022, the Company had $107,114 in its operating bank accounts, $289,207,184 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and working capital deficit of $2,366,797, which includes income tax of $293,314, of which such amount can be paid from interest earned on the Trust Account, if any. As of September 30, 2022, $1,707,184 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may, but are not obligated to loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. On February 9, 2022, the Sponsor committed to provide the Company an aggregate of up to $1,500,000 in loans for working capital purposes. These Working Capital Loans will be non-interest bearing, unsecured and will be repaid upon the consummation of a Business Combination. If the Company does not consummate a Business Combination, all amounts loaned to the Company in connection with these loans will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. On February 14, 2022, the Company issued the Note in the principal amount of up to $1,500,000 to the Sponsor. The Note was issued in connection with advances the Sponsor may make in the future to the Company for working capital expenses. If the Company completes a Business Combination, the Company would repay the Note out of the proceeds of the Trust Account released to the Company. Otherwise, the Note 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 Note but no proceeds from the Trust Account would be used to repay the Note. At the election of the Sponsor, all or a portion of the unpaid principal amount of the Note may be converted into Conversion Warrants at a price of $1.50 per Conversion Warrant. The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note. On July 25, 2022, August 9, 2022 and September 8, 2022, the Company further drew down on the Note for $325,000, $400,000, and $75,000, respectively, in accordance with the Working Capital Loans. As of September 30, 2022, the outstanding principal balance under the Note amounted to an aggregate of $1,450,000. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with ASU Topic 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete a Business Combination by the end of the Combination Period, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Combination Period. On October 31, 2022, the Company filed a preliminary proxy statement to hold a special meeting of stockholders to seek approvals to (i) amend the Certificate of Incorporation and change the last day of the Combination Period from March 4, 2023 to such other date as shall be determined by the Company’s board of directors and publicly announced by the Company, provided that such other date shall be no sooner than the date of the effectiveness of the Charter Amendment and no later than December 30, 2022 and (ii) adopt an amendment to the Trust Agreement by and between the Company and Continental to change the date on which Continental must commence liquidation of the Trust Account to the Amended Termination Date. If the Proposals are not approved at the special meeting, then the Combination Period shall remain as is. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 23, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the accompanying unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account The Company’s portfolio of marketable securities held in Trust Account is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest income from investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Total offering costs amounted to $16,242,984, and $472,097 of the offering costs were allocated, based on the relative fair values to the proceeds received, to the warrant liabilities and charged to the unaudited condensed statements of operations. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 28,750,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the shares of Class A common stock reflected in the condensed balance sheets were reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (8,241,666) Class A common stock issuance costs (15,770,887) Plus: Remeasurement of carrying value to redemption value 24,012,553 Class A common stock subject to possible redemption, 12/31/2021 $ 287,500,000 Plus: Remeasurement of carrying value to redemption value 1,103,820 Class A common stock subject to possible redemption, 09/30/2022 $ 288,603,820 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company accounts for income taxes under ASC 740. ASC 740 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 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was 12.81% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 3.18% and 0% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as “Class A common stock” and “Class B common stock”. Income and losses are shared pro rata between the two classes of shares. Net income per share of common stock is calculated by dividing net income by the weighted average number of shares of common stock outstanding for the respective period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,750,000 shares of Class A common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the periods presented. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Three Months Ended September 30 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 1,428,993 $ 357,248 $ 2,742,234 $ 685,558 Denominator: Basic and diluted weighted average shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 Basic and diluted net income per share of common stock $ 0.05 $ 0.05 $ 0.10 $ 0.10 For the Nine Months Ended September 30 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 7,150,402 $ 1,787,600 $ 558,373 $ 139,132 Denominator: Basic and diluted weighted average shares outstanding 28,750,000 7,187,500 27,835,478 6,935,892 Basic and diluted net income per share of common stock $ 0.25 $ 0.25 $ 0.02 $ 0.02 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 maximum 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 account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities that qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the warrant liabilities (see Note 9). Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 9 Months Ended |
Sep. 30, 2022 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one On March 17, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 3,750,000 Units issued for an aggregate amount of $37,500,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 500,000 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $750,000. A total of $37,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $287,500,000. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended |
Sep. 30, 2022 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants, at a price of $1.50 per warrant, or $7,000,000 in the aggregate. The Sponsor agreed to purchase up to an additional 500,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, or $750,000 in the aggregate, if the over-allotment option was exercised in full or in part by the underwriters. On March 17, 2021, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company sold an additional 500,000 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $750,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2020 the Sponsor paid $25,000 to cover certain of the Company’s offering costs in consideration for the issuance of 7,187,500 Founder Shares. The Founder Shares included an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option on March 17, 2021, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Services Agreement The Company entered into an agreement, commencing March 1, 2021, to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2022, the Company incurred $30,000 and $90,000 in fees for these services. For the three and nine months ended September 30, 2021, the Company incurred $30,000 and $70,000 respectively. At September 30, 2022 and December 31, 2021, $0 and $10,000 is included in accrued expenses in the accompanying condensed balance sheets, respectively. Promissory Note — Related Party On December 15, 2020, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The note was non-interest bearing and payable on the earlier of (i) September 30, 2021 or (ii) the consummation of the Initial Public Offering. The outstanding amount of $124,148 was repaid on March 26, 2021. Borrowings under such note are no longer available. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company Working Capital Loans. If the Company completes a Business Combination, th Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity. The Conversion Warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined. On February 14, 2022, the Company issued the Note in the principal amount of up to $1,500,000 to the Sponsor. The Note was issued in connection with advances the Sponsor may make in the future, to the Company for working capital expenses. If the Company completes an initial Business Combination, the Company would repay the Note out of the proceeds of the Trust Account released to the Company. Otherwise, the Note would be repaid only out of funds held outside the Trust Account. In the event that an initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Note but no proceeds from the Trust Account would be used to repay the Note. At the election of the Sponsor, all or a portion of the unpaid principal amount of the Note may be converted into Conversion Warrants of the Company at a price of $1.50 per warrant. The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note. As of September 30, 2022 and December 31, 2021, there were $1,450,000 and $0 outstanding under the Working Capital Loans. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States of America, 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 unaudited financial statements and 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 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 stockholders 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. Registration Rights Pursuant to a registration rights agreement entered into on March 1, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) have registration rights to require the Company to register a sale of any of the securities held by them. The holders of at least 15% of the then-outstanding number of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 17, 2021, the underwriters elected to fully exercise the over-allotment option to purchase an additional 3,750,000 Units at a price of $10.00 per Unit. As a result of the underwriters’ election to fully exercise their over-allotment option on March 17, 2021, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,062,500. Up to 35% of the deferred commission may be paid at the sole discretion of the Company to third parties not participating in the Initial Public Offering (but who are members of FINRA) that assist the Company in consummating the Business Combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2022 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 300,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, 28,750,000 shares of Class A common stock issued and outstanding. All of the outstanding Class A ordinary shares were subject to possible redemption at September 30, 2022 and December 31, 2021, and therefore classified outside of permanent equity. Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. At September 30, 2022 and December 31, 2021 there were 7,187,500 shares of Class B common stock issued and outstanding. Holders of Class A common stock and holders of Class B common stock vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock upon the consummation of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
WARRANT LIABILITIES
WARRANT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
WARRANT LIABILITIES | |
WARRANT LIABILITIES | NOTE 8. WARRANT LIABILITIES Warrants As of September 30, 2022 and December 31, 2021, there were 9,583,333 Public Warrants issued and outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any 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 Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company for cash, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of September 30, 2022 and December 31, 2021, there were 5,166,667 Private Placement Warrants issued and outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 which indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, December 31, Description Level 2022 2021 Assets: Investments held in Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 289,207,184 $ 287,515,421 Liabilities: Warrant Liability - Public Warrants 1 $ 479,167 $ 6,243,541 Warrant Liability - Private Placement Warrants 3 $ 258,333 $ 3,379,000 The warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s accompanying condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed statements of operations. The Public Warrants were initially valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology. As of September 30, 2022 and December 31, 2021, the Public Warrants were valued using the instrument’s publicly listed trading price as of the balance sheet date, which is considered to be a Level 1 measurement due to the use of an observable market quote in an active market. The Private Placement Warrants were valued using a lattice model, specifically a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement, for which inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the Company’s shares of common stock. The expected volatility of the Company’s shares of common stock was determined based on the implied volatility of the Public Warrants. The following table presents the quantitative information regarding Level 3 fair value measurements: September 30, December 31, Input: 2022 2021 Risk-free interest rate 3.99 % 1.19 % Effective Expiration date 09/02/2023 7/19/2026 Expected volatility 10.1 % 13.0 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.84 $ 9.75 The following tables present the changes in the fair value of warrant liabilities classified as Level 3 in the fair value hierarchy: Private Warrant Placement Public Liabilities Fair value as of January 1, 2022 $ 3,379,000 $ — $ 3,379,000 Change in fair value (1,677,667) — (1,677,667) Fair value as of March 31, 2022 1,701,333 — 1,701,333 Change in fair value (1,083,916) — (1,083,916) Fair value as of June 30, 2022 617,417 — 617,417 Change in fair value (359,084) — (359,084) Fair value as of September 30, 2022 $ 258,333 $ — $ 258,333 Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 4, 2021 (including over-allotment) 4,495,001 8,241,666 12,736,667 Change in fair value of warrants 206,666 383,334 590,000 Fair value as of June 30, 2021 4,701,667 8,625,000 13,326,667 Change in fair value of warrants (1,343,333) (2,395,834) (3,739,167) Fair value as of September 30, 2021 $ 3,358,334 $ 6,229,166 $ 9,587,500 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers from a Level 3 measurement to a Level 1 fair value measurement during the three and nine months ended September 30, 2022 and 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On October 31, 2022, the Company filed a preliminary proxy statement to hold a special meeting of stockholders to seek approvals to (i) amend the Certificate of Incorporation and change the last day of the Combination Period from March 4, 2023 to such other date as shall be determined by the Company’s board of directors and publicly announced by the Company, provided that such other date shall be no sooner than the date of the effectiveness of the Charter Amendment and no later than December 30, 2022 and (ii) adopt an amendment to the Trust Agreement to change the date on which Continental must commence liquidation of the Trust Account to the Amended Termination Date. If the Proposals are not approved at the special meeting, then the Combination Period shall remain as is. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on March 23, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the accompanying unaudited condensed 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company’s portfolio of marketable securities held in Trust Account is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in interest income from investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities were expensed as incurred in the unaudited condensed statements of operations. Offering costs associated with the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Total offering costs amounted to $16,242,984, and $472,097 of the offering costs were allocated, based on the relative fair values to the proceeds received, to the warrant liabilities and charged to the unaudited condensed statements of operations. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 28,750,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the shares of Class A common stock reflected in the condensed balance sheets were reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (8,241,666) Class A common stock issuance costs (15,770,887) Plus: Remeasurement of carrying value to redemption value 24,012,553 Class A common stock subject to possible redemption, 12/31/2021 $ 287,500,000 Plus: Remeasurement of carrying value to redemption value 1,103,820 Class A common stock subject to possible redemption, 09/30/2022 $ 288,603,820 |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The Company accounts for the Public Warrants and Private Placement Warrants in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued using a binomial lattice model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740. ASC 740 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 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was 12.81% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 3.18% and 0% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income per Share of Common Stock | Net Income per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as “Class A common stock” and “Class B common stock”. Income and losses are shared pro rata between the two classes of shares. Net income per share of common stock is calculated by dividing net income by the weighted average number of shares of common stock outstanding for the respective period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,750,000 shares of Class A common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per share of common stock is the same as basic net loss per share of common stock for the periods presented. The calculation of diluted income per share of common stock does not consider the effect of the warrants issued since the exercise of the warrants are contingent upon the occurrence of future events. However, the diluted earnings per share calculation includes the shares subject to forfeiture from the first day of the interim period in which the contingency on such shares was resolved. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Three Months Ended September 30 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 1,428,993 $ 357,248 $ 2,742,234 $ 685,558 Denominator: Basic and diluted weighted average shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 Basic and diluted net income per share of common stock $ 0.05 $ 0.05 $ 0.10 $ 0.10 For the Nine Months Ended September 30 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 7,150,402 $ 1,787,600 $ 558,373 $ 139,132 Denominator: Basic and diluted weighted average shares outstanding 28,750,000 7,187,500 27,835,478 6,935,892 Basic and diluted net income per share of common stock $ 0.25 $ 0.25 $ 0.02 $ 0.02 |
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 maximum 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 account. |
Fair value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities that qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximate the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature, other than the warrant liabilities (see Note 9). |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of reconciliation of Class A common stocks reflected in the condensed balance sheets | At September 30, 2022 and December 31, 2021, the shares of Class A common stock reflected in the condensed balance sheets were reconciled in the following table: Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (8,241,666) Class A common stock issuance costs (15,770,887) Plus: Remeasurement of carrying value to redemption value 24,012,553 Class A common stock subject to possible redemption, 12/31/2021 $ 287,500,000 Plus: Remeasurement of carrying value to redemption value 1,103,820 Class A common stock subject to possible redemption, 09/30/2022 $ 288,603,820 |
Reconciliation of net income per Common Share | For the Three Months Ended September 30 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 1,428,993 $ 357,248 $ 2,742,234 $ 685,558 Denominator: Basic and diluted weighted average shares outstanding 28,750,000 7,187,500 28,750,000 7,187,500 Basic and diluted net income per share of common stock $ 0.05 $ 0.05 $ 0.10 $ 0.10 For the Nine Months Ended September 30 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 7,150,402 $ 1,787,600 $ 558,373 $ 139,132 Denominator: Basic and diluted weighted average shares outstanding 28,750,000 7,187,500 27,835,478 6,935,892 Basic and diluted net income per share of common stock $ 0.25 $ 0.25 $ 0.02 $ 0.02 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of the Company's assets and liabilities that are measured at fair value on a recurring basis | September 30, December 31, Description Level 2022 2021 Assets: Investments held in Trust Account - U.S. Treasury Securities Money Market Fund 1 $ 289,207,184 $ 287,515,421 Liabilities: Warrant Liability - Public Warrants 1 $ 479,167 $ 6,243,541 Warrant Liability - Private Placement Warrants 3 $ 258,333 $ 3,379,000 |
Schedule of the quantitative information regarding Level 3 fair value measurements | September 30, December 31, Input: 2022 2021 Risk-free interest rate 3.99 % 1.19 % Effective Expiration date 09/02/2023 7/19/2026 Expected volatility 10.1 % 13.0 % Exercise price $ 11.50 $ 11.50 Stock price $ 9.84 $ 9.75 |
Schedule of changes in the fair value of warrant liabilities | Private Warrant Placement Public Liabilities Fair value as of January 1, 2022 $ 3,379,000 $ — $ 3,379,000 Change in fair value (1,677,667) — (1,677,667) Fair value as of March 31, 2022 1,701,333 — 1,701,333 Change in fair value (1,083,916) — (1,083,916) Fair value as of June 30, 2022 617,417 — 617,417 Change in fair value (359,084) — (359,084) Fair value as of September 30, 2022 $ 258,333 $ — $ 258,333 Private Warrant Placement Public Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 4, 2021 (including over-allotment) 4,495,001 8,241,666 12,736,667 Change in fair value of warrants 206,666 383,334 590,000 Fair value as of June 30, 2021 4,701,667 8,625,000 13,326,667 Change in fair value of warrants (1,343,333) (2,395,834) (3,739,167) Fair value as of September 30, 2021 $ 3,358,334 $ 6,229,166 $ 9,587,500 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 9 Months Ended | |||||||||
Sep. 08, 2022 USD ($) | Aug. 09, 2022 USD ($) | Jul. 25, 2022 USD ($) | Mar. 17, 2021 USD ($) $ / shares shares | Mar. 04, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) item $ / shares shares | Sep. 30, 2021 USD ($) | Feb. 14, 2022 USD ($) $ / shares | Feb. 09, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Number of units issued | shares | 3,750,000 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Number of warrants to purchase shares issued | shares | 14,750,000 | |||||||||
Proceeds from issue of warrants | $ 7,750,000 | |||||||||
Investment of cash into Trust Account | 287,500,000 | |||||||||
Investments maximum maturity term | 185 days | |||||||||
Aggregate proceeds held in the Trust Account | $ 287,500,000 | |||||||||
Transaction Costs | 16,242,984 | |||||||||
Underwriting fees | 5,750,000 | |||||||||
Deferred underwriting fee payable | 10,062,000 | $ 10,062,500 | $ 10,062,500 | |||||||
Other offering costs | $ 430,484 | |||||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||||||
Condition for future business combination use of proceeds percentage | 80 | |||||||||
Condition for future Business Combination threshold percentage ownership | 50 | |||||||||
Condition for future Business Combination threshold net tangible assets | $ 5,000,001 | |||||||||
Redemption limit percentage without prior consent | 15 | |||||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||||||
Redemption period upon closure | 10 days | |||||||||
Maximum allowed dissolution expenses | $ 100,000 | |||||||||
Cash | 107,114 | 197,153 | ||||||||
Investments held in Trust Account | 289,207,184 | $ 287,515,421 | ||||||||
Working capital deficit | 2,366,797 | |||||||||
Income tax | 293,314 | |||||||||
Interest Income | 1,707,184 | |||||||||
Proceeds from Related Party Debt | 1,450,000 | $ 0 | ||||||||
Outstanding principal amount | 1,450,000 | |||||||||
Promissory Note with Related Party | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Proceeds from Related Party Debt | $ 75,000 | $ 400,000 | $ 325,000 | |||||||
Sponsor | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Maximum amount of working capital loans | $ 1,500,000 | |||||||||
Principal amount | $ 1,500,000 | |||||||||
Conversion price per warrant | $ / shares | $ 1.50 | |||||||||
Sponsor | Promissory Note with Related Party | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Principal amount | $ 1,500,000 | |||||||||
Conversion price per warrant | $ / shares | $ 1.50 | |||||||||
Outstanding principal amount | $ 1,450,000 | |||||||||
Initial Public Offering | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Number of units issued | shares | 25,000,000 | |||||||||
Purchase price, per unit | $ / shares | $ 10 | |||||||||
Proceeds from issuance initial public offering | $ 250,000,000 | |||||||||
Investment of cash into Trust Account | $ 250,000,000 | |||||||||
Private Placement | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Number of units issued | shares | 500,000 | |||||||||
Purchase price, per unit | $ / shares | $ 1.50 | |||||||||
Proceeds from issuance initial public offering | $ 750,000 | |||||||||
Private Placement | Private Placement Warrants | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Number of warrants to purchase shares issued | shares | 4,666,667 | 4,666,667 | ||||||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | $ 1.50 | |||||||
Proceeds from issue of warrants | $ 7,000,000 | |||||||||
Over-allotment option | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Number of units issued | shares | 3,750,000 | 3,750,000 | ||||||||
Proceeds from issuance initial public offering | $ 37,500,000 | |||||||||
Investment of cash into Trust Account | $ 37,500,000 | |||||||||
Over-allotment option | Private Placement Warrants | ||||||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ||||||||||
Number of warrants to purchase shares issued | shares | 500,000 | 500,000 | ||||||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | ||||||||
Proceeds from issue of warrants | $ 750,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Offering costs | 16,242,984 | ||||
Offering costs were related to the warrant liabilities | $ 472,097 | ||||
Effective tax rate | 12.81% | 0% | 3.18% | 0% | |
Statutory tax rate (as a percent) | 21% | 21% | 21% | 21% | |
Unrecognized tax benefits | $ 0 | $ 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | ||
Number of warrants to purchase shares issued | 14,750,000 | 14,750,000 | |||
Cash, FDIC insured amount | $ 250,000 | $ 250,000 | |||
Class A common stock subject to possible redemption | |||||
Temporary equity, shares outstanding | 28,750,000 | 28,750,000 | 28,750,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemptions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||||
Remeasurement of carrying value to redemption value | $ 987,459 | $ 116,361 | $ 24,012,553 | ||
Class A common stock subject to possible redemption | |||||
Temporary Equity [Line Items] | |||||
Gross proceeds | $ 287,500,000 | ||||
Proceeds allocated to Public Warrants | (8,241,666) | ||||
Class A common stock issuance costs | (15,770,887) | ||||
Remeasurement of carrying value to redemption value | $ 1,103,820 | 24,012,553 | |||
Class A Common Stock Subject to Possible Redemption | $ 288,603,820 | $ 288,603,820 | $ 287,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Income (Loss) per share of Common Stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A Common Stock | ||||
Basic and diluted net income per share of common stock | ||||
Allocation of net income, as adjusted, Basic | $ 1,428,993 | $ 2,742,234 | $ 7,150,402 | $ 558,373 |
Allocation of net income, as adjusted, Diluted | $ 1,428,993 | $ 2,742,234 | $ 7,150,402 | $ 558,373 |
Denominator | ||||
Weighted average shares outstanding, basic | 28,750,000 | 28,750,000 | 28,750,000 | 27,835,478 |
Weighted average shares outstanding, diluted | 28,750,000 | 28,750,000 | 28,750,000 | 27,835,478 |
Basic net income per share | $ 0.05 | $ 0.10 | $ 0.25 | $ 0.02 |
Diluted net income per share | $ 0.05 | $ 0.10 | $ 0.25 | $ 0.02 |
Class B Common Stock | ||||
Basic and diluted net income per share of common stock | ||||
Allocation of net income, as adjusted, Basic | $ 357,248 | $ 685,558 | $ 1,787,600 | $ 139,132 |
Allocation of net income, as adjusted, Diluted | $ 357,248 | $ 685,558 | $ 1,787,600 | $ 139,132 |
Denominator | ||||
Weighted average shares outstanding, basic | 7,187,500 | 7,187,500 | 7,187,500 | 6,935,892 |
Weighted average shares outstanding, diluted | 7,187,500 | 7,187,500 | 7,187,500 | 6,935,892 |
Basic net income per share | $ 0.05 | $ 0.10 | $ 0.25 | $ 0.02 |
Diluted net income per share | $ 0.05 | $ 0.10 | $ 0.25 | $ 0.02 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) - USD ($) | Mar. 17, 2021 | Mar. 04, 2021 | Sep. 30, 2022 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 3,750,000 | ||
Purchase price, per unit | $ 10 | ||
Deposited into the Trust Account | $ 37,500,000 | ||
Aggregate proceeds held in the Trust Account | $ 287,500,000 | ||
Initial Public Offering | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 25,000,000 | ||
Purchase price, per unit | $ 10 | ||
Underwriter Option Period | 45 days | ||
Proceeds received from initial public offering, gross | $ 250,000,000 | ||
Initial Public Offering | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Number of warrants in a unit | 0.33 | ||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 | ||
Over-allotment option | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 3,750,000 | 3,750,000 | |
Proceeds received from initial public offering, gross | $ 37,500,000 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units issued | 500,000 | ||
Purchase price, per unit | $ 1.50 | ||
Proceeds received from initial public offering, gross | $ 750,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 9 Months Ended | ||
Mar. 17, 2021 | Sep. 30, 2022 | Mar. 04, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 14,750,000 | ||
Over-allotment option | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 500,000 | 500,000 | |
Price of warrants | $ 1.50 | $ 1.50 | |
Proceeds From Issuance Of Warrant | $ 750,000 | ||
Private Placement | Private Placement Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants to purchase shares issued | 4,666,667 | 4,666,667 | |
Price of warrants | $ 1.50 | $ 1.50 | $ 1.50 |
Proceeds From Issuance Of Warrant | $ 750,000 | $ 7,000,000 | |
Additional units sold of shares | 500,000 | ||
Number of shares per warrant | 1 | ||
Exercise price of warrant | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | 1 Months Ended | |
Dec. 31, 2020 | Mar. 17, 2021 | |
Related Party Transaction [Line Items] | ||
Common stock shares subject to forfeiture as percent of issued and outstanding shares (as a percent) | 20% | |
Class B Common Stock | ||
Related Party Transaction [Line Items] | ||
Number of shares surrender | 7,187,500 | |
Shares subject to forfeiture | 937,500 | 0 |
Restrictions on transfer period of time after business combination completion | 1 year | |
Sponsor | Class B Common Stock | ||
Related Party Transaction [Line Items] | ||
Aggregate purchase price | $ 25,000 | |
Founder | Sponsor | Class B Common Stock | ||
Related Party Transaction [Line Items] | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Mar. 26, 2021 | Mar. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 14, 2022 | Dec. 31, 2021 | Dec. 15, 2020 | |
Related Party Transaction [Line Items] | |||||||||
Expenses per month | $ 121,049 | ||||||||
Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses per month | $ 10,000 | ||||||||
Expenses incurred and paid | $ 30,000 | $ 30,000 | $ 90,000 | $ 70,000 | |||||
Accounts payable and accrued expenses related to related parties | 0 | 0 | $ 10,000 | ||||||
Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal amount | $ 1,500,000 | ||||||||
Conversion price per warrant | $ 1.50 | ||||||||
Promissory Note with Related Party | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses per month | $ 124,148 | ||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||||
Promissory Note with Related Party | Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal amount | $ 1,500,000 | ||||||||
Conversion price per warrant | $ 1.50 | ||||||||
Related Party Loans | |||||||||
Related Party Transaction [Line Items] | |||||||||
Loan conversion agreement warrant | 1,500,000 | 1,500,000 | |||||||
Related Party Loans | Working capital loans warrant | |||||||||
Related Party Transaction [Line Items] | |||||||||
Outstanding balance of related party note | $ 1,450,000 | $ 1,450,000 | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 9 Months Ended | |||
Mar. 17, 2021 USD ($) $ / shares shares | Mar. 04, 2021 shares | Sep. 30, 2022 USD ($) item $ / shares | Dec. 31, 2021 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | ||||
Minimum percentage of securities held | 15% | |||
Maximum number of demands for registration of securities | item | 3 | |||
Number of units issued | 3,750,000 | |||
Deferred fee per unit | $ / shares | $ 0.35 | |||
Deferred underwriting fee payable | $ | $ 10,062,000 | $ 10,062,500 | $ 10,062,500 | |
Percentage of deferred commission may be paid at the sole discretion of the company | 35% | |||
Initial Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Underwriter Option Period | 45 days | |||
Number of units issued | 25,000,000 | |||
Over-allotment option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units issued | 3,750,000 | 3,750,000 | ||
Share Price | $ / shares | $ 10 |
STOCKHOLDERS' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' DEFICIT | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) | 9 Months Ended | |
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Aggregated shares issued upon converted basis (in percent) | 20% | |
Class A common stock subject to possible redemption | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, issued (in shares) | 28,750,000 | 28,750,000 |
Class A common stock subject to possible redemption, outstanding (in shares) | 28,750,000 | 28,750,000 |
Class A Common Stock Not Subject to Redemption | ||
Class of Stock [Line Items] | ||
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 7,187,500 | 7,187,500 |
Common shares, shares outstanding (in shares) | 7,187,500 | 7,187,500 |
Number of Class A common stock issued upon conversion of each share (in shares) | 1 |
WARRANT LIABILITIES (Details)
WARRANT LIABILITIES (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Maximum period after business combination in which to file registration statement | 15 days | |
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | |
Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Threshold consecutive trading days for redemption of public warrants | 20 days | |
Share price | $ 9.20 | |
Percentage of gross proceeds on total equity proceed | 60% | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Redemption period | 30 days | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 5,166,667 | 5,166,667 |
Class Of Warrant Or Right Issued | 5,166,667 | 5,166,667 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants | 9,583,333 | 9,583,333 |
Class Of Warrant Or Right Issued | 9,583,333 | 9,583,333 |
Warrant exercise period condition one | 30 days | |
Warrant exercise period condition two | 12 months | |
Public Warrants expiration term | 5 years | |
Maximum Threshold Period For Registration Statement To Become Effective After Business Combination | 60 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Redemption period | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per shares) | $ 18 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | 30 days |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities held in Trust Account | $ 289,207,184 | $ 287,515,421 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Warranty liability | 737,500 | 9,622,541 |
Level 1 | Recurring | Public Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warranty liability | 479,167 | 6,243,541 |
Level 1 | U.S. Treasury Securities | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | 289,207,184 | 287,515,421 |
Level 3 | Recurring | Private Placement Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Warranty liability | $ 258,333 | $ 3,379,000 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 $ / shares USD ($) |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants initial measurement | 0.0399 | 0.0119 |
Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants initial measurement | 0.101 | 0.130 |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants initial measurement | $ / shares | 11.50 | 11.50 |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants initial measurement | $ | 9.84 | 9.75 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes in the fair value of Level 3 warrant liabilities (Details) - Level 3 - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Transfers from Level 3 to Level 1 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Private Placement Warrants | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Fair value as of beginning | 617,417 | 1,701,333 | 3,379,000 | 4,701,667 | 0 | 3,379,000 | 0 | |
Initial measurement on March 4, 2021 (including over-allotment) | $ 4,495,001 | |||||||
Change in fair value | $ (359,084) | $ (1,083,916) | $ (1,677,667) | $ (1,343,333) | $ 206,666 | |||
Fair value as of ending | 258,333 | 617,417 | 1,701,333 | 3,358,334 | 4,701,667 | 258,333 | 3,358,334 | |
Public Warrants | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Fair value as of beginning | 8,625,000 | 0 | 0 | |||||
Initial measurement on March 4, 2021 (including over-allotment) | $ 8,241,666 | |||||||
Change in fair value | $ (2,395,834) | $ 383,334 | ||||||
Fair value as of ending | 6,229,166 | 8,625,000 | 6,229,166 | |||||
Warrant Liabilities | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Fair value as of beginning | 617,417 | 1,701,333 | 3,379,000 | 13,326,667 | 0 | 3,379,000 | 0 | |
Initial measurement on March 4, 2021 (including over-allotment) | $ 12,736,667 | |||||||
Change in fair value | $ (359,084) | $ (1,083,916) | $ (1,677,667) | $ (3,739,167) | $ 590,000 | |||
Fair value as of ending | 258,333 | 617,417 | 1,701,333 | 9,587,500 | 13,326,667 | 258,333 | 9,587,500 |