Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 17, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | JUNIPER II CORP. | |
Entity Central Index Key | 0001838814 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 3790 El Camino Real #818 | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity File Number | 001-41014 | |
Entity Tax Identification Number | 84-1434822 | |
Entity Address, Postal Zip Code | 94306 | |
City Area Code | 650 | |
Local Phone Number | 292-9660 | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Shares of Class A common stock included as part of the units | |
Trading Symbol | JUN | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 4,735,819 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,475,000 | |
Capital Units Redeemable Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | JUN.U | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | JUN WS | |
Security Exchange Name | NYSE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 496,134 | $ 649,111 |
Prepaid expenses | 317,500 | 550,738 |
Total current assets | 813,634 | 1,199,849 |
Prepaid expenses - long-term | 0 | 0 |
Investments held in Trust Account | 312,505,500 | 309,262,272 |
Total assets | 313,319,134 | 310,462,121 |
Current liabilities: | ||
Accounts payable | 37,975 | 39,611 |
Accrued expenses | 885,200 | 363,386 |
Franchise tax payable | 50,000 | 85,993 |
Income tax payable | 1,200,803 | 543,465 |
Deferred income taxes | 371,716 | 342,641 |
Total current liabilities | 2,545,694 | 1,375,096 |
Derivative warrant liabilities | 2,991,000 | 4,905,250 |
Deferred underwriting commissions | 10,465,000 | 10,465,000 |
Total liabilities | 16,001,694 | 16,745,346 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 29,900,000 shares at $10.31 and $10.20 per share redemption value at December 31, 2022 and 2021, respectively | 310,794,752 | 308,213,249 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2022 and 2021 | ||
Additional paid-in capital | 0 | 0 |
Accumulated Deficit | (13,478,060) | (14,497,222) |
Total stockholders' deficit | (13,477,312) | (14,496,474) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 313,319,134 | 310,462,121 |
Class A Common Stock [Member] | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, $0.0001 par value; 29,900,000 shares at $10.31 and $10.20 per share redemption value at December 31, 2022 and 2021, respectively | 310,794,752 | 308,213,249 |
Stockholders' Equity: | ||
Ordinary shares value | 0 | 0 |
Class B Common Stock [Member] | ||
Stockholders' Equity: | ||
Ordinary shares value | $ 748 | $ 748 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Jul. 12, 2021 |
Preferred Stock, Par Value | $ 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 [Member] | |||
Temporary Equity Par Value | $ 0.0001 | $ 0.0001 | |
Shares subject to possible redemption | 29,900,000 | 29,900,000 | |
Temporary Equity Redemption Price Per Share | $ 10.39 | $ 10.31 | |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
Common Stock, Shares, Issued | 0 | 0 | |
Common Stock, Shares, Outstanding | 0 | 0 | |
Class B Common Stock [Member] | |||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Common Stock, Shares, Issued | 7,475,000 | 7,475,000 | |
Common Stock, Shares, Outstanding | 7,475,000 | 7,475,000 | 7,475,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
General and administrative expenses | $ 865,803 | $ 323,111 |
General and administrative expenses - related party | 30,000 | 30,000 |
Franchise tax expense | 52,752 | 49,365 |
Loss from operations | (948,555) | (402,476) |
Other income: | ||
Interest income from operating account | 716 | 0 |
Change in fair value of derivative warrant liabilities | 1,914,250 | 11,515,400 |
Income from investments held in Trust Account | 3,320,667 | 5,891 |
Net income (loss) before income taxes | 4,287,078 | 11,118,815 |
Income tax expense | (686,413) | 0 |
Net income (loss) | $ 3,600,665 | $ 11,118,815 |
Common Class A [Member] | ||
Other income: | ||
Weighted average shares outstanding Basic | 29,900,000 | 29,900,000 |
Basic net income (loss) per share | $ 0.1 | $ 0.3 |
Weighted average shares outstanding Diluted | 29,900,000 | 29,900,000 |
Diluted net income (loss) per share | $ 0.1 | $ 0.3 |
Common Class B [Member] | ||
Other income: | ||
Weighted average shares outstanding Basic | 7,475,000 | 7,475,000 |
Basic net income (loss) per share | $ 0.1 | $ 0.3 |
Weighted average shares outstanding Diluted | 7,475,000 | 7,475,000 |
Diluted net income (loss) per share | $ 0.1 | $ 0.3 |
Condensed Statements of Changes
Condensed Statements of Changes In Stockholders' Deficit - USD ($) | Total | Class A Common Stock [Member] | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2021 | $ (32,385,562) | $ 0 | $ 748 | $ 0 | $ (32,386,310) | |
Beginning balance, Shares at Dec. 31, 2021 | 0 | 7,475,000 | ||||
Net (loss) income | 11,118,815 | 11,118,815 | ||||
Ending balance at Mar. 31, 2022 | (21,266,747) | $ 0 | $ 748 | 0 | (21,267,495) | |
Ending balance, Shares at Mar. 31, 2022 | 0 | 7,475,000 | ||||
Beginning balance at Dec. 31, 2022 | (14,496,474) | $ 0 | $ 748 | 0 | (14,497,222) | |
Beginning balance, Shares at Dec. 31, 2022 | 0 | 7,475,000 | ||||
Increase in redemption value of Class A common stock subject to possible redemption | (2,581,503) | $ (2,581,503) | (2,581,503) | |||
Net (loss) income | 3,600,665 | 3,600,665 | ||||
Ending balance at Mar. 31, 2023 | $ (13,477,312) | $ 0 | $ 748 | $ 0 | $ (13,478,060) | |
Ending balance, Shares at Mar. 31, 2023 | 0 | 7,475,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 3,600,665 | $ 11,118,815 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (1,914,250) | (11,515,400) |
Deferred income taxes | 29,075 | 0 |
Income from investments held in Trust Account | (3,320,667) | (5,891) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 233,238 | 12,074 |
Prepaid expenses - long-term | 0 | 106,250 |
Accounts payable | (1,636) | 155,642 |
Accrued expenses | 521,814 | 33,976 |
Franchise tax payable | (35,993) | 49,365 |
Income tax payable | 657,338 | 0 |
Net cash used in operating activities | (230,416) | (45,169) |
Cash Flows from Investing Activities | ||
Interest released from Trust Account | 77,439 | 0 |
Net cash provided by (used in) investing activities | 77,439 | 0 |
Cash Flows from Financing Activities: | ||
Offering costs paid | 0 | (432,225) |
Net cash (used in) provided by financing activities | 0 | (432,225) |
Net change in cash | (152,977) | (477,394) |
Cash - beginning of the period | 649,111 | 1,804,832 |
Cash - end of the period | 496,134 | 1,327,438 |
Supplemental disclosure of noncash investing and financing activities: | ||
Offering costs paid by Sponsor in exchange for issuance of Class B common stock | 0 | 15,000 |
Offering costs included in accounts payable | 0 | 89,200 |
Increase in redemption value of Class A common stock subject to possible redemption | $ 2,581,503 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Text Block [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Juniper II Corp. (the “Company”) was incorporated in Delaware on December 30, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activities from December 30, 2020 (inception) through March 31, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor is Juniper II Management, LLC, a Delaware limited liability company (the “Sponsor”). The registration statements for the Company’s Initial Public Offering were declared effective on November 3, 2021. On November 8, 2021, the Company consummated its Initial Public Offering of 29,900,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered in the Initial Public Offering, the “Public Shares”), including 3,900,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $299.0 million, and incurring offering costs of approximately $17.3 million, of which approximately $10.5 million and approximately $560,000 was for deferred underwriting commissions (see Note 5) and offering costs allocated to derivative warrant liabilities, respectively. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 14,960,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $15.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $305.0 million ($10.20 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule2a-7of 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 a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. 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 sufficient for it not to be required to register as an investment company under the Investment Company Act. 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 a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. 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 sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company had 18 months from the closing of the Initial Public Offering to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 18 months, the Company may extend the period of time to consummate a Business Combination for six months (for a total of 24 months to complete a Business Combination) without submitting such proposed extension to the stockholders for approval or offering the Public Stockholders redemption rights in connection therewith. In order to extend the time available for the Company to consummate the initial Business Combination for an additional six months, the Sponsor or its affiliates or designees must deposit into the Trust Account an amount of $0.10 per Public Share, or approximately $2.6 million in the aggregate (or up to approximately $3.0 million in the aggregate if the underwriters’ over-allotment option is exercised in full) on or prior to18-month anniversary of the closing of the Initial Public Offering. Any such payments would be made in the form of a loan. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or November 8, 2023 (or February 8, 2024, if extended by the board of directors), (Extended Date) to complete a Business Combination (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 10 business days thereafter, redeem the Public Shares, at a per-share The Sponsor 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 or any of its affiliates acquire Public Shares 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 agreed to waive their right to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the 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 agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.20 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of March 31, 2023, the Company had approximately $496,000 in cash and a working capital deficit of approximately $1,732,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs in exchange for issuance of Founder Shares (as defined in Note 4), loan under a promissory note from the Sponsor of $300,000 and advances from related parties in the amount of approximately $13.1 million. The Company fully repaid the Note balance upon closing of the Initial Public Offering. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Management has determined that the Company could have insufficient liquidity to meet its anticipated obligations for at least twelve months after the financial statements are available to be issued due to recurring operating losses and negative cash utilized in operating activities. The Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties as needed. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. The Company cannot provide any assurance that new financing will be available to it or on acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Additionally, in February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed 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 unaudited condensed financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Further, the application of the excise tax in the event of a liquidation is uncertain. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 condensed financial statements is the determination of the fair value of the warrant liabilities. 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. As of March 31, 2023 and December 31, 2022, there were no cash equivalents present. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented 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 securities is included in income from investments held in the 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation Coverage limit of $250,000, and any cash held in Trust Account. As of March 31, 2023 and December 31, 2022, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are 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 are 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 are expensed as incurred, presented as non-operating non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, 29,900,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued to investors in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The difference between the fair market value of the private placement warrants and the initial purchase consideration thereof is recorded as compensation expense. The liabilities are subject to re-measurement Share-based Compensation The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted on January 21, 2021 and are subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date of these financial statements, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. See Note 4. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2023, and December 31, 2022, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major tax authorities since inception. The Company’s effective tax rate was 16.01% and 0.00% for the three months ended March 31, 2023 and 2022. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets. Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class 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 the net income by the weighted average number of shares of common stock outstanding for the respective period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 29,910,000 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock for each class of common stock: For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 2,880,532 $ 720,133 $ 8,895,052 $ 2,223,763 Denominator: Basic and diluted weighted average common shares outstanding 29,900,000 7,475,000 29,900,000 7,475,000 Basic and diluted net income per common share $ 0.10 $ 0.10 $ 0.30 $ 0.30 Recent Adopted Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, (Subtopic815-40):Accounting Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On November 8, 2021, the Company consummated its Initial Public Offering of 29,900,000 Units, including 3,900,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $299.0 million, and incurring offering costs of approximately $17.3 million, of which approximately $10.5 million and approximately $560,000 was for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. Each Unit consists of one share of Class A common stock and one-half |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On January 21, 2021, the Sponsor paid $25,000 on behalf of the Company to cover certain offering costs in exchange for issuance of 8,625,000 Founder Shares. On February 4, 2021, the Company effected a forward stock split that increased the number of Founder Shares held by the Sponsor from 8,625,000 to 11,500,000. On July 12, 2021, the Sponsor surrendered, for no consideration, an aggregate of 5,031,250 Founder Shares, which the Company canceled, resulting in an aggregate of 6,468,750 Founder Shares outstanding. Immediately prior to the consummation of the Initial Public Offering, the Company effected a stock dividend with respect to the Company’s Class B common stock, resulting in an aggregate of 7,475,000 shares of Class B common stock outstanding. The Founder Shares included an aggregate of up 975,000 shares subject to forfeiture to the extent that the underwriters’ option to purchase additional Units was not exercised in full or in part, so that the Company’s initial Stockholders would own, on an as-converted In March and April 2021, the Sponsor transferred 35,000 Founder Shares to each of the Company’s independent directors and to Darius Adamczyk, one of the advisors. The transfer of the Founder Shares is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of March 31, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified). The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any30-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 Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 14,960,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $15.0 million. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Warrants. Director Interests Mitchell Jacobson serves as a member of our board of directors and following the closing of our IPO, directly and indirectly, beneficially owns 285,000 shares (consisting of 35,000 Class B common stock and 250,000 Class A common stock). Related Party Loans Promissory Note and Advances The Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note dated January 21, 2021, which was later amended on September 30, 2021 (the “Promissory Note”). The Promissory Note was non-interest pre-payment Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Administrative Support Agreement On November 3, 2021, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support through the earlier of the Company’s consummation of a Business Combination and its liquidation. For the three months ended March 31, 2023 and 2022, the Company incurred $30,000 and $30,000, respectively, in expenses for these services, which is included in general and administrative expenses—related party on the accompanying condensed statements of operations. The Company accrued $170,000 and $140,000 as of March 31, 2023 and December 31, 2022, respectively, for these services on the accompanying condensed balance sheets. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of 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) are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities will be 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. 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 The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, approximately $6.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or approximately $10.5 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Warrant Liabilities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 6—Derivative Warrant Liabilities As of March 31, 2023 and December 31, 2022, the Company has 14,950,000 and 14,960,000 Public Warrants and Private Placement Warrants outstanding, respectively. 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 30 days after the completion of a Business Combination. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common 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 any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts 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. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share capitalization, or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the 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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “—Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00” and “—Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “—Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemptions of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00—Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than30days’ prior written notice of redemption to each warrant holder (the“30-dayredemption • if, and only if, the last reported sales price (the “closing price”) of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a30-tradingday The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00—Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per warrant; • upon a minimum of30days’ prior written notice of redemption; and • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the30-tradingday period ending three trading days before the Company sends the notice of redemption to the warrant holders; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock. The “fair market value” of the Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 7—Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were 29,900,000 shares of Class A common stock outstanding, which were all subject to possible redemption and classified outside of permanent equity in the accompanying condensed balance sheets. The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds $ 299,000,000 Less: Proceeds allocated to Public Warrants (9,269,000 ) Class A shares issuance costs (16,729,831 ) Plus: Accretion of carrying value to redemption value 35,212,080 Class A common stock subject to possible redemption, December 31, 2022 308,213,249 Increase in redemption value of Class A common stock subject to possible redemption 2,581,503 Class A common stock subject to possible redemption, March 31, 2023 $ 310,794,752 |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 8—Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law or stock exchange rules; provided that only holders of the Class B common stock have the right to vote on the appointment of the Company’s directors prior to the initial Business Combination. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one as-converted |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2023: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Accounts $ 312,505,500 $ — $ — Liabilities: Derivative warrant liabilities-Public Warrants $ 1,495,000 $ — $ — Derivative warrant liabilities-Private Warrants $ — $ 1,496,000 $ — December 31, 2022: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Accounts $ 309,262,272 $ — $ — Liabilities: Derivative warrant liabilities-Public Warrants $ 2,436,850 $ — $ — Derivative warrant liabilities-Private Warrants $ — $ — $ 2,468,400 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in December 2021, when the Public Warrants were separately listed and traded. Level 1 assets include investments in mutual funds invested in government securities or investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were initially measured at fair value using a Black Scholes simulation model. The fair value of Public Warrants issued in connection with the Initial Public Offering has been measured based on the listed market price of such warrants, a Level 1 measurement, since December 22, 2021. The Private Placement Warrants were measured at fair value using a Black Scholes simulation model at December 31, 2022. As of March 31, 2023, and subsequent measurements, the measurement of the Private Placement Warrants are classified as Level 2 due to the use of the closing price of the Public Warrants, an observable market quote for a similar asset in an active market. For the three months ended March 31, 2023 and 2022, the Company recognized a non-operating The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, 2022 Exercise price $ 11.50 Stock price $ 10.17 Volatility 6.0 % Risk-free rate 4.47 % Dividend yield 0.0 % The change in the fair value of the derivative warrant liabilities utilizing Level 3 measurements for the three months ended March 31, 2023 and 2022 is summarized as follows: Derivative warrant liabilities at December 31, 2022 $ 2,468,400.00 Change in fair value of derivative warrant liabilities (972,400.00 ) Transfer to level 2 (1,496,000.00 ) Derivative warrant liabilities at March 31, 2023 — Derivative warrant liabilities at December 31, 2021 $ 11,968,000 Change in fair value of derivative warrant liabilities (5,834,400 ) Derivative warrant liabilities at March 31, 2022 $ 6,133,600 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the condensed financial statements. Amendments to Amended and Restated Certificate of Incorporation On May 2, 2023, the Company held a special meeting in lieu of an annual meeting of stockholders (the “Extension Meeting”), to, among other things, amend the Amended and Restated Certificate of Incorporation to: (i) extend the date by which the Company must (1) consummate an initial Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all Public Shares, from May 8, 2023 (which is 18 months from the closing date of the IPO (the “Current Outside Date”)) to November 8, 2023 (such date, the “Extended Date”), and to allow the Company, without another stockholder vote, by resolution of the Company’s board of directors, to elect to further extend the Extended Date in one-month increments (ii) eliminate from the Amended and Restated Certificate of Incorporation the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of The stockholders of the Company approved the Charter Amendments at the Extension Meeting and on May 2, 2023 the Company filed the Charter Amendments with the Secretary of State of the State of Delaware. Redemption of Class A Common Stock In connection with the Extension, 25,127,993 shares of Class A common stock were redeemed at a redemption price of approximately $10.41 per share, resulting in the payment of approximately $261.2 million from the Trust Account. Non-Redemption In connection with the Extension Meeting, the Company and the Sponsor entered into non-redemption |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of 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 condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 condensed financial statements is the determination of the fair value of the warrant liabilities. 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. As of March 31, 2023 and December 31, 2022, there were no cash equivalents present. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented 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 securities is included in income from investments held in the 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation Coverage limit of $250,000, and any cash held in Trust Account. As of March 31, 2023 and December 31, 2022, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are 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 are 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 are expensed as incurred, presented as non-operating non-current |
Class A common stock subject to possible redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, 29,900,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in |
Derivative warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued to investors in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The difference between the fair market value of the private placement warrants and the initial purchase consideration thereof is recorded as compensation expense. The liabilities are subject to re-measurement |
Share-based Compensation | Share-based Compensation The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted on January 21, 2021 and are subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date of these financial statements, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. See Note 4. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2023, and December 31, 2022, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major tax authorities since inception. The Company’s effective tax rate was 16.01% and 0.00% for the three months ended March 31, 2023 and 2022. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets. |
Net Income (loss) Per Common Stock | Net Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class 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 the net income by the weighted average number of shares of common stock outstanding for the respective period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 29,910,000 shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock for each class of common stock: For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 2,880,532 $ 720,133 $ 8,895,052 $ 2,223,763 Denominator: Basic and diluted weighted average common shares outstanding 29,900,000 7,475,000 29,900,000 7,475,000 Basic and diluted net income per common share $ 0.10 $ 0.10 $ 0.30 $ 0.30 |
Recent Adopted Accounting Standards | Recent Adopted Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, (Subtopic815-40):Accounting |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Schedule Of Earnings Per Share Basic And Diluted [Abstract] | |
Summary of basic and diluted loss per share of common stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of common stock for each class of common stock: For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per common share: Numerator: Allocation of net income $ 2,880,532 $ 720,133 $ 8,895,052 $ 2,223,763 Denominator: Basic and diluted weighted average common shares outstanding 29,900,000 7,475,000 29,900,000 7,475,000 Basic and diluted net income per common share $ 0.10 $ 0.10 $ 0.30 $ 0.30 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Reconciliation of Class A Common Stock Subject to Possible Redemption Reflected on the Condensed Balance Sheets | The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds $ 299,000,000 Less: Proceeds allocated to Public Warrants (9,269,000 ) Class A shares issuance costs (16,729,831 ) Plus: Accretion of carrying value to redemption value 35,212,080 Class A common stock subject to possible redemption, December 31, 2022 308,213,249 Increase in redemption value of Class A common stock subject to possible redemption 2,581,503 Class A common stock subject to possible redemption, March 31, 2023 $ 310,794,752 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of company's assets that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2023: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Accounts $ 312,505,500 $ — $ — Liabilities: Derivative warrant liabilities-Public Warrants $ 1,495,000 $ — $ — Derivative warrant liabilities-Private Warrants $ — $ 1,496,000 $ — December 31, 2022: Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Accounts $ 309,262,272 $ — $ — Liabilities: Derivative warrant liabilities-Public Warrants $ 2,436,850 $ — $ — Derivative warrant liabilities-Private Warrants $ — $ — $ 2,468,400 |
Summary of the table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: December 31, 2022 Exercise price $ 11.50 Stock price $ 10.17 Volatility 6.0 % Risk-free rate 4.47 % Dividend yield 0.0 % |
Summary of change in fair value of the derivative warrant liabilities | The change in the fair value of the derivative warrant liabilities utilizing Level 3 measurements for the three months ended March 31, 2023 and 2022 is summarized as follows: Derivative warrant liabilities at December 31, 2022 $ 2,468,400.00 Change in fair value of derivative warrant liabilities (972,400.00 ) Transfer to level 2 (1,496,000.00 ) Derivative warrant liabilities at March 31, 2023 — Derivative warrant liabilities at December 31, 2021 $ 11,968,000 Change in fair value of derivative warrant liabilities (5,834,400 ) Derivative warrant liabilities at March 31, 2022 $ 6,133,600 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 3 Months Ended | 5 Months Ended | |||||
Nov. 08, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2019 | Dec. 31, 2022 | Aug. 16, 2022 | Jan. 21, 2021 | |
Payment of stock issue costs | $ 0 | $ 432,225 | |||||
Redemption price per share | $ 10.2 | ||||||
Minimum tangible assets for business combination | $ 5,000,001 | ||||||
Interest to pay dissolution expenses | $ 100,000 | ||||||
Cash | 496,134 | $ 649,111 | |||||
Working capital | $ 1,732,000 | ||||||
Condition for future business combination use of proceeds percentage | 80% | ||||||
Condition for future business combination threshold percentage ownership | 50% | ||||||
Amount of excise tax is equal to fair market value of the shares repurchased | 1% | ||||||
Percentage of excise tax on repurchase of stock | 1% | ||||||
Private Placement Warrants [Member] | |||||||
Number of warrants issued | 14,960,000 | ||||||
Issue price of warrants | $ 1 | ||||||
Proceeds from Issuance of Warrants | $ 15,000,000 | ||||||
Sponsor [Member] | |||||||
Debt Face Amount | $ 300,000 | $ 300,000 | |||||
Advances from related parties | $ 13,100,000 | ||||||
IPO [Member] | |||||||
Number of shares issued | 29,900,000 | ||||||
Stock issue price | $ 10 | ||||||
Proceeds from issue of stock | $ 299,000,000 | ||||||
Payment of stock issue costs | 17,300,000 | ||||||
Payment of deferred underwriting commissions | 10,500,000 | ||||||
Offering costs allocated to derivative warrant liabilities | $ 560,000 | ||||||
Combination period for completion of business combination | 18 months | ||||||
shares issued price per share | $ 0.1 | ||||||
Combination period for consummation of business combination | 18 months | ||||||
IPO [Member] | Maximum [Member] | |||||||
Combination period for completion of business combination | 24 months | ||||||
IPO [Member] | Minimum [Member] | |||||||
Combination period for completion of business combination | 18 months | ||||||
IPO [Member] | Private Placement Warrants [Member] | |||||||
Assets held in trust | $ 305,000,000 | ||||||
IPO [Member] | Sponsor [Member] | |||||||
Payments to acquire restricted investments | 2,600,000 | ||||||
Payments for exchange of founder shares | 25,000 | ||||||
Over-Allotment Option [Member] | |||||||
Number of shares issued | 3,900,000 | ||||||
Payments to acquire restricted investments | $ 3,000,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Concentrations of credit risk federal depository insurance coverage limit | $ 250,000 | $ 250,000 | |
Cash equivalents at carrying value | $ 0 | $ 0 | |
Effective tax rate | 16.01% | 0% | |
Statutory tax rate | 21% | 21% | |
Warrant [Member] | |||
Antidilutive securities | 29,910,000 | ||
Common Stock Subject to Mandatory Redemption [Member] | |||
Common stock subject to possible redemption | 29,900,000 | 29,900,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of basic and diluted loss per share of common stock (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 2,880,532 | $ 8,895,052 |
Denominator [Abstract] | ||
Weighted Average Number of Shares Outstanding, Basic | 29,900,000 | 29,900,000 |
Earnings Per Share, Basic | $ 0.1 | $ 0.3 |
Weighted Average Number of Shares Outstanding, Diluted | 29,900,000 | 29,900,000 |
Earnings Per Share, Diluted | $ 0.1 | $ 0.3 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 720,133 | $ 2,223,763 |
Denominator [Abstract] | ||
Weighted Average Number of Shares Outstanding, Basic | 7,475,000 | 7,475,000 |
Earnings Per Share, Basic | $ 0.1 | $ 0.3 |
Weighted Average Number of Shares Outstanding, Diluted | 7,475,000 | 7,475,000 |
Earnings Per Share, Diluted | $ 0.1 | $ 0.3 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Nov. 08, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Payment of stock issue costs | $ 0 | $ 432,225 | |
Warrant exercise price | $ 11.5 | ||
IPO [Member] | |||
Number of shares issued | 29,900,000 | ||
Stock issue price | $ 10 | ||
Proceeds from issue of stock | $ 299,000,000 | ||
Payment of stock issue costs | 17,300,000 | ||
Payment of deferred underwriting commissions | 10,500,000 | ||
Offering costs allocated to derivative warrant liabilities | $ 560,000 | ||
Over-Allotment Option [Member] | |||
Number of shares issued | 3,900,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | |||||||
Nov. 08, 2021 | Jul. 12, 2021 | Jan. 21, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Feb. 04, 2021 | Dec. 31, 2019 | |
Exercise Price Of Warrants | $ 11.5 | |||||||
Working Capital Loans Converted To Warrants | $ 1,500,000 | |||||||
Due to related parties current | $ 170,000 | $ 140,000 | ||||||
Private Placement Warrants [Member] | ||||||||
Warrants Issued During the Period | 14,960,000 | |||||||
Issue price of warrants | $ 1 | |||||||
Proceeds from Issuance of Warrants | $ 15,000,000 | |||||||
Exercise Price Of Warrants | $ 11.5 | $ 1 | ||||||
Minimum [Member] | ||||||||
Share Price | $ 12 | |||||||
Common Class B [Member] | ||||||||
Number of shares agreed for forfeiture | 975,000 | |||||||
Threshold Percentage Of Founder Shares To Total Shares Outstanding | 20% | |||||||
Common stock shares outstanding | 7,475,000 | 7,475,000 | 7,475,000 | |||||
Common Class B [Member] | Founder Shares [Member] | ||||||||
Shares issued | 8,625,000 | |||||||
Stock issued during the period, value | $ 25,000 | |||||||
Common Class A [Member] | ||||||||
Common stock shares outstanding | 0 | 0 | ||||||
Sponsor [Member] | ||||||||
Number Of Shares Transferred | 35,000 | |||||||
Debt Face Amount | $ 300,000 | $ 300,000 | ||||||
Notes Payable Related Parties | 300,000 | |||||||
Sponsor [Member] | Promissory Note And Advances Borrowed From Related Party [Member] | ||||||||
Proceeds From Related Party Debt | 13,100,000 | |||||||
Sponsor [Member] | Office Rent Expense [Member] | ||||||||
Related Party Transaction Expenses | 10,000 | |||||||
Sponsor [Member] | General and Administrative Expense [Member] | ||||||||
Related Party Transaction Expenses | $ 30,000 | $ 30,000 | ||||||
Sponsor [Member] | Maximum [Member] | Founder Shares [Member] | ||||||||
Aggregate number of shares owned | 11,500,000 | |||||||
Sponsor [Member] | Minimum [Member] | Founder Shares [Member] | ||||||||
Aggregate number of shares owned | 8,625,000 | |||||||
Sponsor [Member] | Common Class B [Member] | Founder Shares [Member] | ||||||||
Stock issued during period value surrendered | $ 0 | |||||||
Stock issued during period shares surrendered | 5,031,250 | |||||||
Shares issued share based payment arrangement forfeited | 6,468,750 | |||||||
Director [Member] | Mitchell Jacobson [Member] | ||||||||
Number of shares held during the period | 285,000 | |||||||
Director [Member] | Common Class B [Member] | ||||||||
Number Of Shares Transferred | 975,000 | |||||||
Director [Member] | Common Class B [Member] | Mitchell Jacobson [Member] | ||||||||
Number of shares held during the period | 35,000 | |||||||
Director [Member] | Common Class A [Member] | Mitchell Jacobson [Member] | ||||||||
Number of shares held during the period | 250,000 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Underwriting Discount Per Unit | $ / shares | $ 0.2 |
Payments For Underwriting Expense | $ | $ 6 |
Additional Underwriting Discount Per Unit | $ / shares | $ 0.35 |
Deferred underwriting commissions noncurrent | $ | $ 10.5 |
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |
Overallotment Option Vesting Period | 45 days |
Shares issued | shares | 3,900,000 |
OverallotmentOption, ExercisedDate | Nov. 08, 2021 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Minimum Share Price Required For Redemption Of Warrants | $ 18 | ||
Percentage Of Proceeds From Share Issuances | 60% | ||
Exercise Price Adjustment Percentage | 115% | ||
Redemption trigger price adjustment percentage | 180% | ||
Number of days after consummation of business combination within which the securities shall be registered | 20 days | ||
Number of days after which business combination within which securities registration shall be effective | 60 days | ||
Business Combination [Member] | |||
Business acquisition share price | $ 9.2 | ||
Private Placement Warrants [Member] | |||
Number of Warrants or Rights Outstanding | 14,960,000 | ||
Warrants Redemption Price Per Share | $ 0.01 | ||
Public Warrants [Member] | |||
Number of Warrants or Rights Outstanding | 14,950,000 | ||
Warrants exercisable term from the date of completion of business combination | 30 days | ||
Warrants and rights outstanding, Term | 5 years | ||
Common Class A [Member] | |||
Class of warrant or right number of securities called by each warrant or right | 0.361 | ||
Common Class A [Member] | Triggering Adjustment To Exercise Price Of Warrants [Member] | |||
Number of trading days for determining the volume weighted average share price | 10 days | ||
Common Class A [Member] | Private Placement Warrants [Member] | |||
Minimum notice period to be given to the holders of warrants | 30 days | ||
Common Class A [Member] | Public Warrants [Member] | |||
Warrants Redemption Price Per Share | $ 0.1 | ||
Common Class A [Member] | Public Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | |||
Share redemption trigger price | 18 | ||
Share Price | $ 18 | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days for determining the share price | 30 days | ||
Common Class A [Member] | Public Warrants [Member] | Share Price Equal Or Less Ten Point Two Rupees Per Dollar [Member] | |||
Share redemption trigger price | $ 10 | ||
Share Price | $ 10 | ||
Number of trading days for determining the share price | 20 days | ||
Number of consecutive trading days for determining the share price | 30 days |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Temporary Equity [Line Items] | ||
Temporary equity shares authorized | 500,000,000 | |
Temporary Equity Par Value | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 29,900,000 | 29,900,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Schedule of Reconciliation of Class A Common Stock Subject to Possible Redemption Reflected on the Condensed Balance Sheets (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||
Increase in redemption value of Class A common stock subject to possible redemption | $ 2,581,503 | |
Class A common stock subject to possible redemption | 310,794,752 | $ 308,213,249 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds | 299,000,000 | |
Proceeds allocated to Public Warrants | (9,269,000) | |
Class A shares issuance costs | (16,729,831) | |
Accretion of carrying value to redemption value | 35,212,080 | |
Increase in redemption value of Class A common stock subject to possible redemption | 2,581,503 | |
Class A common stock subject to possible redemption | $ 310,794,752 | $ 308,213,249 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Jul. 12, 2021 | |
Preferred Stock, Par Value | $ 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 [Member] | |||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
Common Stock, Shares, Issued | 0 | 0 | |
Common Stock, Shares, Outstanding | 0 | 0 | |
Common stock voting rights | one | ||
Temporary equity shares issued | 29,900,000 | 29,900,000 | |
Temporary equity shares outstanding | 29,900,000 | 29,900,000 | |
Class B Common Stock [Member] | |||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Common Stock, Shares, Issued | 7,475,000 | 7,475,000 | |
Common Stock, Shares, Outstanding | 7,475,000 | 7,475,000 | 7,475,000 |
Common stock voting rights | one |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's assets that are measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Assets held in Trust Account | $ 312,505,500 | $ 309,262,272 |
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 1,495,000 | 2,436,850 |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 1,496,000 | |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 2,468,400 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates (Detail) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | $ 11.5 |
Stock price | $ 10.17 |
Volatility | 6% |
Risk-free rate | 4.47% |
Dividend yield | 0% |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of change in fair value of the derivative warrant liabilities (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disclosure of Change in Fair Value of the Derivative Warrant Liabilities [Line Items] | ||
Derivative warrant liabilities,Beginning | $ 4,905,250 | |
Change in fair value of derivative warrant liabilities | (1,914,250) | $ (11,515,400) |
Derivative warrant liabilities ,Ending | 2,991,000 | |
Fair Value, Inputs, Level 3 [Member] | ||
Disclosure of Change in Fair Value of the Derivative Warrant Liabilities [Line Items] | ||
Derivative warrant liabilities,Beginning | 2,468,400 | 11,968,000 |
Change in fair value of derivative warrant liabilities | (972,400) | (5,834,400) |
Derivative warrant liabilities ,Ending | 0 | $ 6,133,600 |
Transfer to level 2 | $ (1,496,000) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of derivative warrant liabilities | $ 1,914,250 | $ 11,515,400 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | May 02, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Temporary Equity, Redemption Price Per Share | $ 10.39 | $ 10.31 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Net Tangible Assets | $ 5,000,001 | ||
Payments to acquire restricted investments | $ 261,200,000 | ||
Subsequent Event [Member] | Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Stock Redeemed or Called During Period, Shares | 25,127,993 | ||
Temporary Equity, Redemption Price Per Share | $ 10.41 | ||
Subsequent Event [Member] | Common Class A [Member] | Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 4,200,000 | ||
Shares Issued, Value, Share-Based Payment Arrangement, Forfeited | $ 0 | ||
Shares issued share based payment arrangement forfeited | 1,260,000 |