Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | CF ACQUISITION CORP. VIII | |
Trading Symbol | CFFE | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001839530 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40206 | |
Entity Tax Identification Number | 85-2002883 | |
Entity Address, Address Line One | 110 East 59th Street | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (212) | |
Local Phone Number | 938-5000 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 3,500,098 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 265,188 | $ 25,000 |
Prepaid expenses | 14,876 | 195,463 |
Total current assets | 280,064 | 220,463 |
Cash equivalents held in Trust Account | 31,190,506 | 250,017,673 |
Other assets | 570,844 | |
Total Assets | 31,470,570 | 250,808,980 |
Current Liabilities: | ||
Accrued expenses | 824,064 | 1,349,132 |
Payables to related party | 77,851 | 570,844 |
Sponsor loan – promissory notes | 8,150,847 | 734,425 |
Franchise tax payable | 52,549 | 200,000 |
Total Current Liabilities | 9,105,311 | 2,854,401 |
Warrant liability | 574,650 | 5,300,188 |
FPS liability | 1,757,919 | 2,006,525 |
Total Liabilities | 11,437,880 | 10,161,114 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, 2,960,098 and 25,000,000 shares issued and outstanding at redemption value of $10.53 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively | 31,169,832 | 250,000,000 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of both September 30, 2022 and December 31, 2021 | ||
Class A common stock, $0.0001 par value; 160,000,000 shares authorized; 540,000 shares issued and outstanding (excluding 2,960,098 and 25,000,000 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021, respectively | 54 | 54 |
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 6,250,000 shares issued and outstanding as of both September 30, 2022 and December 31, 2021 | 625 | 625 |
Additional paid-in-capital | 146,555 | |
Accumulated deficit | (11,137,821) | (9,499,368) |
Accumulated other comprehensive loss | ||
Total Stockholders’ Deficit | (11,137,142) | (9,352,134) |
Total Liabilities and Stockholders’ Deficit | $ 31,470,570 | $ 250,808,980 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Shares subject to possible redemption, per share (in Dollars per share) | $ 10.53 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Shares subject to possible redemption, shares issued | 2,960,098 | 25,000,000 |
Shares subject to possible redemption, shares outstanding | 2,960,098 | 25,000,000 |
Shares subject to possible redemption, per share (in Dollars per share) | $ 10.53 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares issued | 540,000 | 540,000 |
Common stock, shares outstanding | 540,000 | 540,000 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 6,250,000 | 6,250,000 |
Common stock, shares outstanding | 6,250,000 | 6,250,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
General and administrative costs | $ 1,108,906 | $ 1,137,358 | $ 1,913,161 | $ 1,539,093 | |
Administrative expenses - related party | 30,000 | 30,000 | 90,000 | 65,161 | |
Franchise tax expense | 50,000 | 60,000 | 112,534 | 140,500 | |
Loss from operations | (1,188,906) | (1,227,358) | (2,115,695) | (1,744,754) | |
Interest income on investments held in Trust Account | 518,498 | 6,302 | 956,908 | 11,440 | |
Interest expense on mandatorily redeemable Class A common stock | (689,606) | (689,606) | |||
Other income | 579,294 | ||||
Changes in fair value of warrant liability | 1,103,328 | 63,850 | 4,725,538 | 1,293,601 | |
Changes in fair value of FPS liability | (456,349) | 102,080 | 248,606 | (2,000,816) | |
Income (loss) before provision for income tax | (713,035) | (1,055,126) | 3,705,045 | (2,440,529) | |
Provision for income taxes | 98,385 | 138,616 | |||
Net income (loss) | $ (811,420) | $ (1,055,126) | $ 3,566,429 | $ (2,440,529) | |
Class A - Public Shares | |||||
Weighted average number of shares of common stock outstanding: | |||||
Weighted average number of shares of common stock outstanding (in Shares) | 20,662,249 | 25,000,000 | 22,293,390 | 18,223,443 | |
Basic and diluted net income (loss) per share of common stock: | |||||
Basic net income (loss) per share of common stock (in Dollars per share) | $ (0.03) | $ (0.03) | $ 0.12 | $ (0.1) | |
Class A Private Placement | |||||
Weighted average number of shares of common stock outstanding: | |||||
Weighted average number of shares of common stock outstanding (in Shares) | 540,000 | 540,000 | 540,000 | 393,626 | |
Basic and diluted net income (loss) per share of common stock: | |||||
Basic net income (loss) per share of common stock (in Dollars per share) | $ (0.03) | $ (0.03) | $ 0.12 | $ (0.1) | |
Class B Common Stock | |||||
Weighted average number of shares of common stock outstanding: | |||||
Weighted average number of shares of common stock outstanding (in Shares) | 6,250,000 | 6,250,000 | 6,250,000 | 6,046,703 | [1] |
Basic and diluted net income (loss) per share of common stock: | |||||
Basic net income (loss) per share of common stock (in Dollars per share) | $ (0.03) | $ (0.03) | $ 0.12 | $ (0.1) | |
[1] This number has been retroactively adjusted to reflect the recapitalization of the Company in the form of a 1.1-for-1 stock split. On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6). |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A - Public Shares | ||||
Diluted net income (loss) per share of common stock (in Dollars per share) | $ (0.03) | $ (0.03) | $ 0.12 | $ (0.10) |
Class A Private Placement | ||||
Diluted net income (loss) per share of common stock (in Dollars per share) | (0.03) | (0.03) | 0.12 | (0.10) |
Class B Common Stock | ||||
Diluted net income (loss) per share of common stock (in Dollars per share) | $ (0.03) | $ (0.03) | $ 0.12 | $ (0.10) |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (811,420) | $ (1,055,126) | $ 3,566,429 | $ (2,440,529) |
Other comprehensive income | ||||
Change in unrealized appreciation of available-for-sale debt securities | 329,250 | |||
Total other comprehensive income | 329,250 | |||
Comprehensive income (loss) | $ (482,170) | $ (1,055,126) | $ 3,566,429 | $ (2,440,529) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total | |
Balance at Dec. 31, 2020 | $ 633 | $ 24,367 | $ (1,421) | $ 23,579 | |||
Balance (in Shares) at Dec. 31, 2020 | [1] | 6,325,000 | |||||
Sale of Class A common stock to Sponsor in private placement | $ 54 | 5,224,095 | 5,224,149 | ||||
Sale of Class A common stock to Sponsor in private placement (in Shares) | 540,000 | ||||||
Forfeiture of Class B common stock by Sponsor at $0.0001 par value | $ (8) | 8 | |||||
Forfeiture of Class B common stock by Sponsor at $0.0001 par value (in Shares) | (75,000) | ||||||
Accretion of Class A common stock to redemption value | (5,248,470) | (7,790,102) | (13,038,572) | ||||
Net income (loss) | (1,823,114) | (1,823,114) | |||||
Balance at Mar. 31, 2021 | $ 54 | $ 625 | (9,614,637) | (9,613,958) | |||
Balance (in Shares) at Mar. 31, 2021 | 540,000 | 6,250,000 | |||||
Balance at Dec. 31, 2020 | $ 633 | 24,367 | (1,421) | 23,579 | |||
Balance (in Shares) at Dec. 31, 2020 | [1] | 6,325,000 | |||||
Net income (loss) | (2,440,529) | ||||||
Balance at Sep. 30, 2021 | $ 54 | $ 625 | (10,232,052) | (10,231,373) | |||
Balance (in Shares) at Sep. 30, 2021 | 540,000 | 6,250,000 | |||||
Balance at Mar. 31, 2021 | $ 54 | $ 625 | (9,614,637) | (9,613,958) | |||
Balance (in Shares) at Mar. 31, 2021 | 540,000 | 6,250,000 | |||||
Net income (loss) | 437,711 | 437,711 | |||||
Balance at Jun. 30, 2021 | $ 54 | $ 625 | (9,176,926) | (9,176,247) | |||
Balance (in Shares) at Jun. 30, 2021 | 540,000 | 6,250,000 | |||||
Net income (loss) | (1,055,126) | (1,055,126) | |||||
Balance at Sep. 30, 2021 | $ 54 | $ 625 | (10,232,052) | (10,231,373) | |||
Balance (in Shares) at Sep. 30, 2021 | 540,000 | 6,250,000 | |||||
Balance at Dec. 31, 2021 | $ 54 | $ 625 | 146,555 | (9,499,368) | (9,352,134) | ||
Balance (in Shares) at Dec. 31, 2021 | 540,000 | 6,250,000 | |||||
Accretion of Class A common stock to redemption value | (195,966) | (4,228,049) | (4,424,015) | ||||
Stock-based compensation | 49,411 | 49,411 | |||||
Net income (loss) | 3,412,413 | 3,412,413 | |||||
Balance at Mar. 31, 2022 | $ 54 | $ 625 | (10,315,004) | (10,314,325) | |||
Balance (in Shares) at Mar. 31, 2022 | 540,000 | 6,250,000 | |||||
Balance at Dec. 31, 2021 | $ 54 | $ 625 | 146,555 | (9,499,368) | (9,352,134) | ||
Balance (in Shares) at Dec. 31, 2021 | 540,000 | 6,250,000 | |||||
Net income (loss) | 3,566,429 | ||||||
Balance at Sep. 30, 2022 | $ 54 | $ 625 | (11,137,821) | $ (11,137,142) | |||
Balance (in Shares) at Sep. 30, 2022 | 540,000 | 6,250,000 | 733,400 | ||||
Balance at Mar. 31, 2022 | $ 54 | $ 625 | (10,315,004) | $ (10,314,325) | |||
Balance (in Shares) at Mar. 31, 2022 | 540,000 | 6,250,000 | |||||
Net income (loss) | 965,436 | 965,436 | |||||
Other comprehensive income (loss) | (329,250) | (329,250) | |||||
Balance at Jun. 30, 2022 | $ 54 | $ 625 | (9,349,568) | (329,250) | (9,678,139) | ||
Balance (in Shares) at Jun. 30, 2022 | 540,000 | 6,250,000 | |||||
Accretion of Class A common stock to redemption value | (976,833) | (976,833) | |||||
Net income (loss) | (811,420) | (811,420) | |||||
Other comprehensive income (loss) | 329,250 | 329,250 | |||||
Balance at Sep. 30, 2022 | $ 54 | $ 625 | $ (11,137,821) | $ (11,137,142) | |||
Balance (in Shares) at Sep. 30, 2022 | 540,000 | 6,250,000 | 733,400 | ||||
[1] This number includes up to 825,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. This number has been retroactively adjusted to reflect the recapitalization of the Company in the form of a 1.1-for-1 stock split. On March 16, 2021, 75,000 shares of Class B common stock were forfeited by the Sponsor (see Note 6). |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Forfeiture of common stock by sponsor at par value | $ 0.0001 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net income (loss) | $ 3,566,429 | $ (2,440,529) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Stock-based compensation | 49,411 | |
General and administrative expenses paid by related party | 1,487,194 | 119,985 |
Interest income on investments held in Trust Account | (956,908) | (11,440) |
Interest expense on mandatorily redeemable Class A common stock | 689,606 | |
Changes in fair value of warrant liability | (4,725,538) | (1,293,601) |
Changes in fair value of FPS liability | (248,606) | 2,000,816 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 810,931 | |
Accrued expenses | (525,068) | 889,705 |
Franchise tax payable | (147,451) | 140,000 |
Other assets | 68,111 | |
Payables to related party | 526,953 | |
Net cash provided by operating activities | ||
Cash flows from investing activities | ||
Cash deposited in Trust Account | (5,400,847) | (250,000,000) |
Proceeds from Trust Account to pay franchise taxes | 264,301 | |
Proceeds from Trust Account to redeem Public Shares | 224,920,621 | |
Sales of cash equivalents held in Trust Account | 224,056,750 | |
Purchase of cash equivalents held in Trust Account | (225,000,000) | |
Purchase of available-for-sale debt securities held in Trust Account | (224,056,750) | |
Maturity of available-for-sale debt securities held in Trust Account | 225,000,000 | |
Net cash provided by (used in) investing activities | 219,784,075 | (250,000,000) |
Cash flows from financing activities | ||
Proceeds received from related party – Sponsor loan | 7,416,422 | 675,532 |
Proceeds received from initial public offering | 250,000,000 | |
Redemption payment for Public Shares | (224,920,621) | |
Proceeds received from private placement | 5,400,000 | |
Offering costs paid | (4,897,322) | |
Payment of related party payable | (2,039,688) | (1,178,210) |
Net cash provided by (used in) financing activities | (219,543,887) | 250,000,000 |
Net change in cash | 240,188 | |
Cash - beginning of the period | 25,000 | 25,000 |
Cash - end of the period | 265,188 | 25,000 |
Supplemental disclosure of non-cash financing activities | ||
Prepaid expenses paid with payables to related party | $ 1,058,225 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation CF Acquisition Corp. VIII (the “Company”) was incorporated in Delaware on July 8, 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”). Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating a Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced operations. All activity through September 30, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income from direct investments in U.S. government debt securities and investments in money market funds that invest in U.S. government debt securities and classified as cash equivalents from the proceeds derived from the Initial Public Offering, and recognized changes in the fair value of the warrant liability and FPS (as defined below) liability as other income (expense). The Company’s sponsor is CFAC Holdings VIII, LLC (the “Sponsor”). The registration statements for the Initial Public Offering became effective on March 11, 2021. On March 16, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 3,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable 30 days after the completion of the Business Combination and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 540,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $5,400,000, which is described in Note 4. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4). Offering costs amounted to approximately $4,900,000, consisting of $4,500,000 of underwriting fees and approximately $400,000 of other costs. Following the closing of the Initial Public Offering and sale of the Private Placement Units on March 16, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units (see Note 4) was placed in a trust account (the “Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, which may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. Initial Business Combination - The Company will provide the holders of the 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 $10.00 per Public Share). The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined in Note 4). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated certificate of incorporation (as may be amended, the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the Business Combination is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of a Business Combination. Notwithstanding the foregoing, 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 Class A common stock sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Forward Purchase Contract Failure to Consummate a Business Combination On March 8, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of the expiration of the period in which the Company has to consummate a Business Combination from March 16, 2022 to September 30, 2022 (the “First Extension”). In connection with the approval of the First Extension, on March 9, 2022, the Sponsor loaned the Company an aggregate amount of $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) (the “First Extension Loan”). The proceeds of the First Extension Loan were deposited in the Trust Account on March 9, 2022. The First Extension Loan will not bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of an initial Business Combination. As a result of the approval of the First Extension and the First Extension Loan, the amount in the Trust Account was increased to approximately $10.20 per Public Share. On September 27, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of the expiration of the period in which the Company has to consummate a Business Combination from September 30, 2022 to March 16, 2023 (the “Second Extension”). In connection with the approval of the Second Extension, on September 30, 2022, the Sponsor loaned the Company an aggregate amount of $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) (the “Second Extension Loan”). The proceeds of the Second Extension Loan were deposited in the Trust Account on September 30, 2022. The Second Extension Loan will not bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of an initial Business Combination. As a result of the approval of the Second Extension and the Second Extension Loan, the amount in the Trust Account was increased to approximately $10.53 per Public Share. The initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor 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 below $10.00 per share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the 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, except for the Company’s independent registered public accounting firm. Liquidity and Capital Resources As of September 30, 2022 and December 31, 2021, the Company had approximately $265,000 and $25,000, respectively, of cash in its operating account. As of September 30, 2022 and December 31, 2021, the Company had a working capital deficit of approximately $8,825,000 and $2,634,000, respectively. As of September 30, 2022 and December 31, 2021, approximately $21,000 and $18,000, respectively, of interest income earned on funds held in the Trust Account was available to pay taxes. The Company’s liquidity needs through September 30, 2022 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $79,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, the Sponsor Loan (as defined below) and the First Working Capital Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor committed up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Company’s initial Business Combination (the “Sponsor Loan”), which Sponsor Loan has been fully drawn by the Company. If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4). On March 9, 2022, the Company borrowed $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) from the Sponsor pursuant to the First Extension Loan, which was deposited in the Trust Account. As a result of the approval of the First Extension and the First Extension Loan, the amount in the Trust Account was increased to approximately $10.20 per Public Share. On June 30, 2022, the Company entered into a Working Capital Loan (the “First Working Capital Loan”) with the Sponsor in the amount of up to $1,000,000 in connection with advances the Sponsor will make to the Company for working capital expenses, which First Working Capital Loan has been fully drawn by the Company. On September 30, 2022, the Company borrowed $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) from the Sponsor pursuant to the Second Extension Loan, which was deposited in the Trust Account. As a result of the approval of the Second Extension and the Second Extension Loan, the amount in the Trust Account was increased to approximately $10.53 per Public Share. Each of the First Extension Loan, the First Working Capital Loan and the Second Extension Loan bears no interest and is due and payable on the date on which the Company consummates its initial Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account. As of September 30, 2022 and December 31, 2021, approximately $8,151,000 and $734,000, respectively, was outstanding under the loans payable by the Company to the Sponsor. As of September 30, 2022 and December 31, 2021, these amounts included $1,750,000 and approximately $734,000, respectively, outstanding under the Sponsor Loan, $4,424,015 and $0, respectively, outstanding under the First Extension Loan, $976,832 and $0, respectively, outstanding under the Second Extension Loan, and approximately $1,000,000 and $0, respectively, outstanding under the First Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Basis of Presentation The unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2022 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K and the final prospectus filed by the Company with the SEC on March 31, 2022 and March 15, 2021, respectively. Going Concern In connection with the Company’s going concern considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of both September 30, 2022 and December 31, 2021. The Company’s investments held in the Trust Account as of both September 30, 2022 and December 31, 2021 were comprised of cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the three and nine months ended September 30, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. Warrant and FPS Liability The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging , The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity 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 measured at fair value. Shares of conditionally redeemable 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. All of the Public Shares 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 September 30, 2022 and December 31, 2021, 2,960,098 and 25,000,000 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit. Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (610,725 ) $ (15,961 ) $ (184,734 ) $ (829,763 ) $ (17,923 ) $ (207,440 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 20,662,249 540,000 6,250,000 25,000,000 540,000 6,250,000 Basic and diluted net loss per share of common stock $ (0.03 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) For the Nine Months Ended For the Nine Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 2,733,787 $ 66,219 $ 766,423 $ (1,803,246 ) $ (38,950 ) $ (598,333 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 22,293,390 540,000 6,250,000 18,223,443 393,626 6,046,703 Basic and diluted net income (loss) per share of common stock $ 0.12 $ 0.12 $ 0.12 $ (0.10 ) $ (0.10 ) $ (0.10 ) Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes 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 both September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s current taxable income primarily consists of interest income on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2022 and 2021, the Company recorded income tax expense of approximately $98,000 and $0, respectively. During the nine months ended September 30, 2022 and 2021, the Company recorded income tax expense of approximately $139,000 and $0, respectively. The Company’s effective tax rate for the three months ended September 30, 2022 and 2021 was (13.8)% and 0%, respectively. The Company’s effective tax rate for the nine months ended September 30, 2022 and 2021 was 3.7% and 0%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the change in fair value of warrant and FPS liabilities, which is not taxable and not deductible, and start-up costs, which are currently not deductible as they are deferred for tax purposes. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself and not its stockholders from which the shares are repurchased. The IR Act applies only to repurchases that occur after December 31, 2022. In addition, certain exceptions apply to the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax depending on a number of factors. In addition, because the excise tax would be payable by the Company and not by the redeeming stockholders, the mechanics of any required payment of the excise tax have not yet 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. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. Management will continue to monitor any updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units at a price of $10.00 per Unit, including 3,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock due to the underwriters not exercising the remaining portion of the over-allotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On July 8, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On March 8, 2021, the Sponsor transferred an aggregate of 20,000 Founder Shares to two of the independent directors of the Company. As a result, the Company recognized no compensation expense and approximately $29,000 of compensation expense at fair value that was presented in the Company’s statements of operations for the three and nine months ended September 30, 2022, respectively. On March 11, 2021, the Company effected a 1.1-for-1 stock split. All share and per share amounts have been retroactively adjusted. On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock, due to the underwriter not exercising the over-allotment option in full, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares), resulting in an aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and two of the independent directors of the Company. The Founder Shares will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions. Further, in connection with the proposed business combination with XBP Europe, subject to and conditioned upon the closing of such business combination, the Sponsor agreed to forfeit 733,400 Founder Shares. The initial stockholders have 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 the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial 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. In connection with the proposed business combination with XBP Europe, subject to and conditioned upon the closing of such business combination, the Sponsor agreed to amend the lock-up terms applicable to the Founder Shares described above to remove clause (x) above. Private Placement Units Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 540,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($5,400,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-fourth of one warrant (each whole warrant, a “Private Placement Warrant”). Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. On March 25, 2022, the Sponsor transferred 2,500 shares of Class A common stock to an independent director of the Company. As a result, the Company recognized no compensation expense and approximately $20,000 of compensation expense at fair value that was presented in the Company’s statement of operations for the three and nine months ended September 30, 2022, respectively. The proceeds from the Private Placement Units have been added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after the completion of the initial Business Combination. Underwriter Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5). Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss any potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with any Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount equal to $9,350,000, which is equal to 3.5% of the gross proceeds of the base offering in the Initial Public Offering and 5.5% of the gross proceeds from the partial exercise of the underwriter’s over-allotment option; provided, however, in connection with the proposed business combination with XBP Europe, subject to and conditioned upon the closing of such business combination, CF&Co. agreed to waive the Marketing Fee. In addition, the Company engaged CF&Co. as its exclusive financial advisor for the proposed business combination with XBP Europe, but CF&Co. is not entitled to any fee with respect to such engagement. Related Party Loans The Sponsor made available to the Company, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to the closing of the Initial Public Offering, the amount outstanding under the Pre-IPO Note was approximately $79,000. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor committed, pursuant to the Sponsor Loan, up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, for the period commencing upon the consummation of the Initial Public Offering and concluding upon the consummation of the Company’s initial Business Combination, which Sponsor Loan has been fully drawn by the Company. For both the three months ended September 30, 2022 and 2021, the Company paid $30,000 for office space and administrative fees. For the nine months ended September 30, 2022 and 2021, the Company paid $90,000 and approximately $65,000, respectively, for office space and administrative fees. If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, 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. On June 30, 2022, the Company entered into the First Working Capital Loan with the Sponsor in the amount of up to $1,000,000, which First Working Capital Loan has been fully drawn by the Company. The First Working Capital Loan bears no interest and is due and payable on the date on which the Company consummates its initial Business Combination. The principal balance of the First Working Capital Loan may be prepaid at any time. Except for the foregoing with respect to the First Working Capital Loan and the Second Working Capital Loan (see Note 9), the terms of any other Working Capital Loans have not been determined and no written agreements exist with respect to such loans. On March 9, 2022, the Company borrowed $4,424,015 ($0.20 for each Public Share that was not redeemed in connection with the First Extension) from the Sponsor pursuant to the First Extension Loan, which was deposited in the Trust Account. The First Extension Loan bears no interest and is due and payable on the date on which the Company consummates its initial Business Combination. As a result of the approval of the First Extension and the First Extension Loan, the amount in the Trust Account was increased to approximately $10.20 per Public Share. On September 30, 2022, the Company borrowed $976,832 ($0.33 for each Public Share that was not redeemed in connection with the Second Extension) from the Sponsor pursuant to the Second Extension Loan, which was deposited in the Trust Account. The Second Extension Loan bears no interest and is due and payable on the date on which the Company consummates its initial Business Combination. As a result of the approval of the Second Extension and the Second Extension Loan, the amount in the Trust Account was increased to approximately $10.53 per Public Share. As of September 30, 2022 and December 31, 2021, approximately $8,151,000 and $734,000, respectively, was outstanding under the loans payable by the Company to the Sponsor. As of September 30, 2022 and December 31, 2021, these amounts included $1,750,000 and approximately $734,000, respectively, outstanding under the Sponsor Loan, $4,424,015 and $0, respectively, outstanding under the First Extension Loan, $976,832 and $0, respectively, outstanding under the Second Extension Loan, and approximately $1,000,000 and $0, respectively, outstanding under the First Working Capital Loan. The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included in Payables to related parties on the accompanying condensed balance sheets. As of September 30, 2022 and December 31, 2021, the Company had accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of approximately $78,000 and $571,000, respectively. Further, in connection with the proposed business combination with XBP Europe, subject to and conditioned upon the closing of such business combination, the Sponsor agreed that all amounts outstanding under loans from the Sponsor to the Company shall be automatically converted into shares of Class A common stock in accordance with, and subject to the exceptions set forth in, the Merger Agreement (as defined in Note 9). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on March 11, 2021, the holders of Founder Shares and Private Placement Units (and component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted CF&Co. a 45-day option to purchase up to 3,300,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On March 16, 2021, simultaneously with the closing of the Initial Public Offering, CF&Co. partially exercised the over-allotment option for 3,000,000 additional Units and advised the Company that it would not exercise the remaining portion of the over-allotment option. CF&Co. was paid a cash underwriting discount of $4,400,000 in connection with the Initial Public Offering. The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation. Business Combination Marketing Agreement The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see Note 4). Risks and Uncertainties Management continues to evaluate the impacts of the COVID-19 pandemic and the military conflict in Ukraine on the financial markets and on the industry, and has concluded that while it is reasonably possible that the pandemic and the conflict could have an effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Deficit | Note 6 —Stockholders’ Deficit Class A Common Stock Class B Common Stock Prior to the consummation of the Business Combination, only holders of Class B common stock have the right to vote on the election of directors. Holders of Class A common stock are not entitled to vote on the election of directors during such time. Holders of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination). On March 8, 2021, the Sponsor transferred an aggregate of 20,000 Founder Shares to two of the independent directors of the Company. On March 11, 2021, the Company effected a 1.1-for-1 stock split. On March 16, 2021, the Sponsor forfeited 75,000 shares of Class B common stock, resulting in an aggregate of 6,250,000 Founder Shares outstanding and held by the Sponsor and two of the independent directors of the Company. Information contained in the unaudited condensed financial statements has been retroactively adjusted for this split. Preferred Stock |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
Warrants | Note 7–Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not 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 exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of the 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. |
Fair Value Measurements on a Re
Fair Value Measurements on a Recurring Basis | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements on a Recurring Basis | Note 8—Fair Value Measurements on a Recurring Basis 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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques 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 three levels of the fair value hierarchy are: ● Level 1 measurements - unadjusted observable inputs such as quoted prices for identical instruments in active markets; ● Level 2 measurements - 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 measurements - unobservable inputs for 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. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value. September 30, 2022 Description Quoted Significant Other Significant Other Total Assets: Assets held in Trust Account – U.S. government debt securities $ 31,190,506 $ - $ - $ 31,190,506 Liabilities: Warrant liability $ - $ 574,650 $ - $ 574,650 FPS liability - - 1,757,919 1,757,919 Total Liabilities $ - $ 574,650 $ 1,757,919 $ 2,332,569 December 31, 2021 Description Quoted Significant Other Significant Other Total Assets: Assets held in Trust Account - U.S. government debt securities $ 250,017,673 $ - $ - $ 250,017,673 Liabilities: Warrant liability $ - $ 5,300,188 $ - $ 5,300,188 FPS liability - - 2,006,525 2,006,525 Total Liabilities $ - $ 5,300,188 $ 2,006,525 $ 7,306,713 Level 1 assets as of both September 30, 2022 and December 31, 2021 include investments in a money market fund classified as cash equivalents; the fund holds U.S. government debt 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. Warrant Liability The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s balance sheet. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within change in fair value of warrant liability in the Company’s statement of operations. Initial Measurement The Company established the initial fair value for the warrants on March 16, 2021, the date of the closing of the Initial Public Offering. The Public Warrants and Private Placement Warrants were measured at fair value on a recurring basis, using an Options Pricing Model (the “OPM”). The Company allocated the proceeds received from (i) the sale of Units in the Initial Public Offering (which is inclusive of one share of Class A common stock and one-fourth of one Public Warrant), (ii) the sale of the Private Placement Units (which is inclusive of one share of Class A common stock and one-fourth of one Private Placement Warrant), and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to the shares of Class A common stock subject to possible redemption. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The Company utilized the OPM to value the warrants as of March 16, 2021, with any subsequent changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability as of March 16, 2021, was determined using Level 3 inputs. Inherent in the OPM are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants was assumed to be equivalent to their remaining contractual term. The dividend rate was based on the historical rate, which the Company anticipated to remain at zero. The aforementioned warrant liability is not subject to qualified hedge accounting. The following table provides quantitative information about the inputs utilized by the Company in the fair value measurement of the warrants as of March 16, 2021: March 16, Risk-free interest rate 1.05 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 % Subsequent Measurement During the year ended December 31, 2021, the fair value measurement of the Public Warrants was reclassified from Level 3 to Level 2 due to the use of an observable quoted price in an inactive market. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that of the Public Warrants. As such, the Private Placement Warrants were reclassified from Level 3 to Level 2 during the year ended December 31, 2021. There were no transfers into or out of Level 3 fair value measurement during the three and nine months ended September 30, 2022. The following tables present the changes in the fair value of warrant liability for the three and nine months ended September 30, 2022, for the period from March 16, 2021 through September 30, 2021, and for the three months ended September 30, 2021: Private Public Warrant Fair value as of December 31, 2021 $ 112,063 $ 5,188,125 $ 5,300,188 Change in valuation inputs or other assumptions (1) (67,513 ) (3,125,625 ) (3,193,138 ) Fair value as of March 31, 2022 $ 44,550 $ 2,062,500 $ 2,107,050 Change in valuation inputs or other assumptions (1) (9,072 ) (420,000 ) (429,072 ) Fair value as of June 30, 2022 $ 35,478 $ 1,642,500 $ 1,677,978 Change in valuation inputs or other assumptions (1) (23,328 ) (1,080,000 ) (1,103,328 ) Fair value as of September 30, 2022 $ 12,150 $ 562,500 $ 574,650 Private Public Warrant Fair value as of March 16, 2021 $ 175,851 $ 8,141,250 $ 8,317,101 Change in valuation inputs or other assumptions (1) (2,916 ) (135,000 ) (137,916 ) Fair value as of March 31, 2021 $ 172,935 $ 8,006,250 $ 8,179,185 Change in valuation inputs or other assumptions (1) (23,085 ) (1,068,750 ) (1,091,835 ) Fair value as of June 30, 2021 $ 149,850 $ 6,937,500 $ 7,087,350 Change in valuation inputs or other assumptions (1) (1,350 ) (62,500 ) (63,850 ) Fair value as of September 30, 2021 (2) $ 148,500 $ 6,875,000 $ 7,023,500 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the statement of operations. (2) Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $7.1 million during the nine months ended September 30, 2021. The Company did not have any transfers out of Level 3 during the three months ended September 30, 2021. FPS Liability The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $10.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the shares of common stock and warrants to be issued pursuant to the FPA. The fair value of the shares of common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the shares of common stock and warrants to be issued compared to the $10.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of September 30, 2022 and December 31, 2021, the probability assigned to the consummation of the Business Combination was 60% and 80%, respectively. The probability was determined based on observed success rates of business combinations for special purpose acquisition companies. The following tables present the changes in the fair value of the FPS liability for the three and nine months ended September 30, 2022, for the period from March 16, 2021 through September 30, 2021, and for the three months ended September 30, 2021. There were no transfers into or out of Level 3 fair value measurement during the three and nine months ended September 30, 2022. FPS Fair value as of December 31, 2021 $ 2,006,525 Change in valuation inputs or other assumptions (1) (47,329 ) Fair value as of March 31, 2022 $ 1,959,196 Change in valuation inputs or other assumptions (1) (657,626 ) Fair value as of June 30, 2022 $ 1,301,570 Change in valuation inputs or other assumptions (1) 456,349 Fair value as of September 30, 2022 $ 1,757,919 FPS Fair value as of March 16, 2021 $ 1,933,236 Change in valuation inputs or other assumptions (1) (75,604 ) Fair value as of March 31, 2021 $ 1,857,632 Change in valuation inputs or other assumptions (1) 245,264 Fair value as of June 30, 2021 $ 2,102,896 Change in valuation inputs or other assumptions (1) (102,080 ) Fair value as of September 30, 2021 $ 2,000,816 (1) Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the statement of operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events, that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements other than the below. On October 9, 2022, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among the Company, Sierra Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), BTC International Holdings, Inc., a Delaware corporation (“Parent”) and XBP Europe, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“XBP Europe”). and together with the other transactions contemplated by the Merger Agreement, the “Transactions” The board of directors of the Company has unanimously approved the Merger and the other Transactions. The closing of the Transactions will require the approval of the stockholders of the Company, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. Certain existing agreements of the Company, included but not limited to the business combination marketing agreement, have been or will be amended or amended and restated in connection with the Transactions. For more information related to the Transactions, reference should be made to the Form 8-K that was filed by the Company with the SEC on October 11, 2022. On October 14, 2022, the Company entered into a second working capital loan (the “Second Working Capital Loan”) with the Sponsor in the amount of up to $750,000 in connection with advances the Sponsor will make to the Company for working capital expenses. The Second Working Capital Loan bears no interest and is due and payable on the date on which the Company consummates its initial Business Combination. The principal balance of the Second Working Capital Loan may be prepaid at any time with funds outside of the Trust Account. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account as of both September 30, 2022 and December 31, 2021. The Company’s investments held in the Trust Account as of both September 30, 2022 and December 31, 2021 were comprised of cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000, and cash equivalents held in the Trust Account. For the three and nine months ended September 30, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, 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, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. |
Warrant and FPS Liability | Warrant and FPS Liability The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging , The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity |
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 measured at fair value. Shares of conditionally redeemable 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. All of the Public Shares 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 September 30, 2022 and December 31, 2021, 2,960,098 and 25,000,000 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s condensed balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share The Company has not considered the effect of the warrants to purchase an aggregate of 6,385,000 shares of Class A common stock sold in the Initial Public Offering and Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented. The following tables reflect the calculation of basic and diluted net income (loss) per share of common stock: For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (610,725 ) $ (15,961 ) $ (184,734 ) $ (829,763 ) $ (17,923 ) $ (207,440 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 20,662,249 540,000 6,250,000 25,000,000 540,000 6,250,000 Basic and diluted net loss per share of common stock $ (0.03 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) For the Nine Months Ended For the Nine Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 2,733,787 $ 66,219 $ 766,423 $ (1,803,246 ) $ (38,950 ) $ (598,333 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 22,293,390 540,000 6,250,000 18,223,443 393,626 6,046,703 Basic and diluted net income (loss) per share of common stock $ 0.12 $ 0.12 $ 0.12 $ (0.10 ) $ (0.10 ) $ (0.10 ) |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes 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 both September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s current taxable income primarily consists of interest income on investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2022 and 2021, the Company recorded income tax expense of approximately $98,000 and $0, respectively. During the nine months ended September 30, 2022 and 2021, the Company recorded income tax expense of approximately $139,000 and $0, respectively. The Company’s effective tax rate for the three months ended September 30, 2022 and 2021 was (13.8)% and 0%, respectively. The Company’s effective tax rate for the nine months ended September 30, 2022 and 2021 was 3.7% and 0%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the change in fair value of warrant and FPS liabilities, which is not taxable and not deductible, and start-up costs, which are currently not deductible as they are deferred for tax purposes. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself and not its stockholders from which the shares are repurchased. The IR Act applies only to repurchases that occur after December 31, 2022. In addition, certain exceptions apply to the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax depending on a number of factors. In addition, because the excise tax would be payable by the Company and not by the redeeming stockholders, the mechanics of any required payment of the excise tax have not yet 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. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. Management will continue to monitor any updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per share of common stock | For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net loss per share of common stock Numerator: Allocation of net loss $ (610,725 ) $ (15,961 ) $ (184,734 ) $ (829,763 ) $ (17,923 ) $ (207,440 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 20,662,249 540,000 6,250,000 25,000,000 540,000 6,250,000 Basic and diluted net loss per share of common stock $ (0.03 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) $ (0.03 ) For the Nine Months Ended For the Nine Months Ended Class A – Class A – Class B – Class A – Class A – Class B – Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss) $ 2,733,787 $ 66,219 $ 766,423 $ (1,803,246 ) $ (38,950 ) $ (598,333 ) Denominator: Basic and diluted weighted average number of shares of common stock outstanding 22,293,390 540,000 6,250,000 18,223,443 393,626 6,046,703 Basic and diluted net income (loss) per share of common stock $ 0.12 $ 0.12 $ 0.12 $ (0.10 ) $ (0.10 ) $ (0.10 ) |
Fair Value Measurements on a _2
Fair Value Measurements on a Recurring Basis (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | Description Quoted Significant Other Significant Other Total Assets: Assets held in Trust Account – U.S. government debt securities $ 31,190,506 $ - $ - $ 31,190,506 Liabilities: Warrant liability $ - $ 574,650 $ - $ 574,650 FPS liability - - 1,757,919 1,757,919 Total Liabilities $ - $ 574,650 $ 1,757,919 $ 2,332,569 Description Quoted Significant Other Significant Other Total Assets: Assets held in Trust Account - U.S. government debt securities $ 250,017,673 $ - $ - $ 250,017,673 Liabilities: Warrant liability $ - $ 5,300,188 $ - $ 5,300,188 FPS liability - - 2,006,525 2,006,525 Total Liabilities $ - $ 5,300,188 $ 2,006,525 $ 7,306,713 |
Schedule of fair value measurement of the warrants | March 16, Risk-free interest rate 1.05 % Expected term (years) 5 Expected volatility 17.5 % Exercise price $ 11.50 Stock price $ 10.00 Dividend yield 0.0 % |
Schedule of changes in the fair value of warrant liability | Private Public Warrant Fair value as of December 31, 2021 $ 112,063 $ 5,188,125 $ 5,300,188 Change in valuation inputs or other assumptions (1) (67,513 ) (3,125,625 ) (3,193,138 ) Fair value as of March 31, 2022 $ 44,550 $ 2,062,500 $ 2,107,050 Change in valuation inputs or other assumptions (1) (9,072 ) (420,000 ) (429,072 ) Fair value as of June 30, 2022 $ 35,478 $ 1,642,500 $ 1,677,978 Change in valuation inputs or other assumptions (1) (23,328 ) (1,080,000 ) (1,103,328 ) Fair value as of September 30, 2022 $ 12,150 $ 562,500 $ 574,650 Private Public Warrant Fair value as of March 16, 2021 $ 175,851 $ 8,141,250 $ 8,317,101 Change in valuation inputs or other assumptions (1) (2,916 ) (135,000 ) (137,916 ) Fair value as of March 31, 2021 $ 172,935 $ 8,006,250 $ 8,179,185 Change in valuation inputs or other assumptions (1) (23,085 ) (1,068,750 ) (1,091,835 ) Fair value as of June 30, 2021 $ 149,850 $ 6,937,500 $ 7,087,350 Change in valuation inputs or other assumptions (1) (1,350 ) (62,500 ) (63,850 ) Fair value as of September 30, 2021 (2) $ 148,500 $ 6,875,000 $ 7,023,500 FPS Fair value as of December 31, 2021 $ 2,006,525 Change in valuation inputs or other assumptions (1) (47,329 ) Fair value as of March 31, 2022 $ 1,959,196 Change in valuation inputs or other assumptions (1) (657,626 ) Fair value as of June 30, 2022 $ 1,301,570 Change in valuation inputs or other assumptions (1) 456,349 Fair value as of September 30, 2022 $ 1,757,919 FPS Fair value as of March 16, 2021 $ 1,933,236 Change in valuation inputs or other assumptions (1) (75,604 ) Fair value as of March 31, 2021 $ 1,857,632 Change in valuation inputs or other assumptions (1) 245,264 Fair value as of June 30, 2021 $ 2,102,896 Change in valuation inputs or other assumptions (1) (102,080 ) Fair value as of September 30, 2021 $ 2,000,816 |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 09, 2022 | Sep. 30, 2022 | Mar. 16, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Oct. 14, 2022 | Jun. 30, 2022 | |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Net proceeds | $ 250,000,000 | |||||||||
Gross proceeds | 5,400,000 | |||||||||
Offering cost | $ 4,900,000 | $ 4,900,000 | 4,900,000 | |||||||
Other costs | $ 400,000 | $ 400,000 | $ 400,000 | |||||||
Redeem public share percentage | 100% | |||||||||
Dissolution expenses | $ 100,000 | |||||||||
Public share per share (in Dollars per share) | $ 10.2 | $ 0.33 | ||||||||
Shares held trust account per share (in Dollars per share) | $ 10.2 | $ 10.53 | $ 10.53 | $ 10.53 | ||||||
Extension loan | $ 976,832 | $ 976,832 | $ 976,832 | |||||||
Cash | 265,000 | 265,000 | 265,000 | $ 25,000 | ||||||
Working capital | 8,825,000 | 8,825,000 | 8,825,000 | 2,634,000 | ||||||
Interest income earned | 518,498 | $ 6,302 | $ 956,908 | $ 11,440 | ||||||
Description of transaction | The Company’s liquidity needs through September 30, 2022 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $79,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, the Sponsor Loan (as defined below) and the First Working Capital Loan (as defined below). | |||||||||
Maximum Sponsor Loan | 1,750,000 | 1,750,000 | $ 1,750,000 | |||||||
Working capital loan | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | 0 | $ 750,000 | $ 1,000,000 | ||||
Public share (in Dollars per share) | $ 10.53 | |||||||||
Trust Account [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Shares held trust account per share (in Dollars per share) | 10 | $ 10 | $ 10 | |||||||
Forward Purchase Contract [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||
Gross proceeds | $ 10,000,000 | |||||||||
Initial business combination units (in Shares) | 1,000,000 | |||||||||
Initial Business Combination [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Fair market value percentage | 80% | 80% | 80% | |||||||
Sponsor [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Sale of Units (in Shares) | 3,000,000 | |||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | |||||||||
First extension loan | $ 4,424,015 | |||||||||
Public share per share (in Dollars per share) | $ 0.2 | $ 0.33 | $ 10.53 | |||||||
Extension loan | $ 976,832 | $ 976,832 | $ 976,832 | |||||||
Second extension loan | $ 8,151,000 | $ 8,151,000 | $ 8,151,000 | 734,000 | ||||||
Private Placement Warrants [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Sale of Units (in Shares) | 540,000 | |||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||
Gross proceeds | $ 5,400,000 | |||||||||
Initial Public Offering [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Sale of Units (in Shares) | 25,000,000 | |||||||||
Sale of stock price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||
Net proceeds | $ 250,000,000 | |||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||
Sponsor Loan [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Second extension loan | $ 1,750,000 | $ 1,750,000 | $ 1,750,000 | 734,000 | ||||||
Extension Loan [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
First extension loan | 4,424,015 | 4,424,015 | 4,424,015 | 0 | ||||||
Second extension loan | 4,424,015 | 4,424,015 | 4,424,015 | 0 | ||||||
Working Capital Loan [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Second extension loan | $ 976,832 | $ 976,832 | $ 976,832 | $ 0 | ||||||
Trust Account [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
First extension loan | $ 4,424,015 | |||||||||
Public share per share (in Dollars per share) | $ 0.2 | |||||||||
Class A Common Stock [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Redeeming Shares Aggregate percentage | 15% | |||||||||
Shares held trust account per share (in Dollars per share) | $ 10.53 | $ 10.53 | $ 10.53 | $ 10 | ||||||
Class A Common Stock [Member] | Forward Purchase Contract [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | 250,000 | 250,000 | 250,000 | |||||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | 540,000 | 540,000 | 540,000 | |||||||
Business Combination [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Acquires outstanding voting securities | 50% | 50% | 50% | |||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||||
Dissolution expenses | $ 100,000 | |||||||||
Shares held trust account per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||
Underwriting [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Underwriting fees | $ 4,500,000 | |||||||||
Liquidity and Capital Resources [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Interest income earned | $ 21,000 | $ 18,000 | ||||||||
CFAC Holdings VIII, LLC [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Sale of Units (in Shares) | 25,000,000 | |||||||||
Net proceeds | $ 250,000,000 | |||||||||
Business combination expire | 5 years | |||||||||
CFAC Holdings VIII, LLC [Member] | Class A Common Stock [Member] | ||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||
Common stock price (in Dollars per share) | $ 11.5 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | |||
Income tax expense | $ 98,000 | $ 0 | $ 139,000 | $ 0 | |
Effective tax rate | (13.80%) | 0% | 3.70% | 0% | |
U.S. federal excise tax rate | 1% | ||||
Class A Common Stock [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Common stock subject to possible redemption | 2,960,098 | 2,960,098 | 25,000,000 | ||
Class A Common Stock [Member] | Private Placement [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Warrant purchase | 6,385,000 | 6,385,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A - Public Shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock [Line Items] | ||||
Allocation of net income (loss) | $ (610,725) | $ (829,763) | $ 2,733,787 | $ (1,803,246) |
Basic weighted average number of shares of common stock outstanding | 20,662,249 | 25,000,000 | 22,293,390 | 18,223,443 |
Basic net income (loss) per share of common stock | $ (0.03) | $ (0.03) | $ 0.12 | $ (0.1) |
Class A – Private placement shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock [Line Items] | ||||
Allocation of net income (loss) | $ (15,961) | $ (17,923) | $ 66,219 | $ (38,950) |
Basic weighted average number of shares of common stock outstanding | 540,000 | 540,000 | 540,000 | 393,626 |
Basic net income (loss) per share of common stock | $ (0.03) | $ (0.03) | $ 0.12 | $ (0.1) |
Class B – Common stock [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock [Line Items] | ||||
Allocation of net income (loss) | $ (184,734) | $ (207,440) | $ 766,423 | $ (598,333) |
Basic weighted average number of shares of common stock outstanding | 6,250,000 | 6,250,000 | 6,250,000 | 6,046,703 |
Basic net income (loss) per share of common stock | $ (0.03) | $ (0.03) | $ 0.12 | $ (0.1) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A - Public Shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock (Parentheticals) [Line Items] | ||||
Diluted weighted average number of shares of common stock outstanding | 20,662,249 | 25,000,000 | 22,293,390 | 18,223,443 |
Diluted net income (loss) per share of common stock | $ (0.03) | $ (0.03) | $ 0.12 | $ (0.10) |
Class A – Private placement shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock (Parentheticals) [Line Items] | ||||
Diluted weighted average number of shares of common stock outstanding | 540,000 | 540,000 | 540,000 | 393,626 |
Diluted net income (loss) per share of common stock | $ (0.03) | $ (0.03) | $ 0.12 | $ (0.10) |
Class B – Common stock [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share of common stock (Parentheticals) [Line Items] | ||||
Diluted weighted average number of shares of common stock outstanding | 6,250,000 | 6,250,000 | 6,250,000 | 6,046,703 |
Diluted net income (loss) per share of common stock | $ (0.03) | $ (0.03) | $ 0.12 | $ (0.10) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 9 Months Ended | |
Mar. 16, 2021 | Sep. 30, 2022 | |
Initial Public Offering (Details) [Line Items] | ||
Issued and outstanding shares percentage | 20% | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of units | 25,000,000 | |
Sale of stock price per share (in Dollars per share) | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of units | 3,000,000 | |
Class A Common Stock [Member] | Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Warrants exercise price (in Dollars per share) | $ 11.5 | |
Class B Common Stock [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sponsor forfeited shares | 75,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Mar. 09, 2022 | Mar. 11, 2021 | Jul. 08, 2020 | Sep. 30, 2022 | Mar. 16, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 14, 2022 | Jun. 30, 2022 | Mar. 25, 2022 | Mar. 08, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||
Recognized compensation expense | $ 29,000 | $ 29,000 | ||||||||||
Stock split, description | On March 11, 2021, the Company effected a 1.1-for-1 stock split. | |||||||||||
Initial stockholders ownership percentage | 20% | |||||||||||
Founder shares outstanding (in Shares) | 733,400 | 733,400 | 733,400 | |||||||||
Working Capital | $ 0 | |||||||||||
Public share per share (in Dollars per share) | $ 10.2 | $ 0.33 | ||||||||||
Share held trust account per share (in Dollars per share) | 10.2 | $ 10.53 | $ 10.53 | $ 10.53 | ||||||||
Extension loan | $ 976,832 | $ 976,832 | $ 976,832 | |||||||||
Working capital loans | 976,832 | 0 | ||||||||||
working capital loan | 1,000,000 | 1,000,000 | 1,000,000 | 0 | $ 750,000 | $ 1,000,000 | ||||||
Accounts payable outstanding for expenses paid | $ 78,000 | 78,000 | 78,000 | 571,000 | ||||||||
Private Placement [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate price | 5,400,000 | |||||||||||
Recognized compensation expense | 20,000 | $ 20,000 | ||||||||||
Sponsor purchased an aggregate shares (in Shares) | 540,000 | |||||||||||
Price per unit (in Dollars per share) | $ 10 | |||||||||||
Initial Public Offering [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Sponsor purchased an aggregate shares (in Shares) | 25,000,000 | |||||||||||
Marketing fee percentage | 3.50% | |||||||||||
Pre IPO Note | $ 79,000 | |||||||||||
Over-Allotment Option [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Sponsor purchased an aggregate shares (in Shares) | 3,000,000 | |||||||||||
Marketing fee percentage | 5.50% | |||||||||||
Sponsor [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Sponsor purchased an aggregate shares (in Shares) | 3,000,000 | |||||||||||
Pre IPO Note | $ 300,000 | |||||||||||
Working Capital | $ 1,000,000 | |||||||||||
Public share per share (in Dollars per share) | $ 0.2 | $ 0.33 | $ 10.53 | |||||||||
Extension loan | $ 976,832 | 976,832 | $ 976,832 | |||||||||
Sponsor loan | 8,151,000 | 8,151,000 | 8,151,000 | 734,000 | ||||||||
First extension loan | $ 4,424,015 | |||||||||||
Public Shares [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate amount | $ 4,424,015 | |||||||||||
Public share per share (in Dollars per share) | $ 0.2 | |||||||||||
Sponsor Loan [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Sponsor loan | 1,750,000 | 1,750,000 | 1,750,000 | 734,000 | ||||||||
Extension Loan [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
First extension loan | $ 4,424,015 | $ 4,424,015 | $ 4,424,015 | $ 0 | ||||||||
Class B Common Stock [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||
Aggregate price | $ 25,000 | |||||||||||
Number of shares forfeited (in Shares) | 75,000 | |||||||||||
Aggregate of founder share outstanding (in Shares) | 6,250,000 | |||||||||||
Founder shares outstanding (in Shares) | 6,250,000 | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Sponsor transferred shares (in Shares) | 2,500 | |||||||||||
Share held trust account per share (in Dollars per share) | $ 10.53 | $ 10.53 | $ 10.53 | $ 10 | ||||||||
Class A Common Stock [Member] | Private Placement [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | 540,000 | 540,000 | 540,000 | |||||||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Price per share (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 | |||||||||
Business Combination [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Business combination, description | The initial stockholders have 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 the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing at least 150 days after the initial 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. | |||||||||||
Marketing fee | $ 9,350,000 | $ 9,350,000 | $ 9,350,000 | |||||||||
Founder Shares [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Sponsor transferred shares (in Shares) | 20,000 | |||||||||||
Founder Shares [Member] | Class B Common Stock [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Shares issued (in Shares) | 5,750,000 | |||||||||||
Sponsor [Member] | Business Combination [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Business combination, description | In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor committed, pursuant to the Sponsor Loan, up to $1,750,000 to be provided to the Company to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, for the period commencing upon the consummation of the Initial Public Offering and concluding upon the consummation of the Company’s initial Business Combination, which Sponsor Loan has been fully drawn by the Company. For both the three months ended September 30, 2022 and 2021, the Company paid $30,000 for office space and administrative fees. For the nine months ended September 30, 2022 and 2021, the Company paid $90,000 and approximately $65,000, respectively, for office space and administrative fees. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |
Mar. 16, 2021 | Sep. 30, 2022 | |
Over-Allotment Option [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Partially exercised additional units | 3,000,000 | |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Underwriter fees | $ 100,000 | |
Underwriting Agreement [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Shares issued | 3,300,000 | |
Cash underwriting discount | $ 4,400,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 9 Months Ended | ||||
Mar. 16, 2021 | Mar. 11, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 08, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | |||||
Common stock, shares issued | 540,000 | ||||
Subject to possible redemption | 2,960,098 | 25,000,000 | |||
Issued and outstanding ordinary shares percentage | 20% | ||||
Reverse stock split | On March 11, 2021, the Company effected a 1.1-for-1 stock split. | ||||
Founder shares outstanding | 733,400 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Class A Common Stock [Member] | |||||
Stockholders’ Deficit (Details) [Line Items] | |||||
Common stock, shares authorized | 160,000,000 | 160,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding | 540,000 | 540,000 | |||
Subject to possible redemption | 2,879,927 | 19,159,975 | |||
Class A Common Stock [Member] | Private Placement [Member] | |||||
Stockholders’ Deficit (Details) [Line Items] | |||||
Shares issued | 540,000 | ||||
Class B Common Stock [Member] | |||||
Stockholders’ Deficit (Details) [Line Items] | |||||
Common stock, shares authorized | 40,000,000 | 40,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares outstanding | 6,250,000 | 6,250,000 | |||
Shares forfeited | 75,000 | 75,000 | |||
Issued and outstanding ordinary shares percentage | 20% | ||||
Founder shares outstanding | 6,250,000 | ||||
Sponsor [Member] | Class B Common Stock [Member] | |||||
Stockholders’ Deficit (Details) [Line Items] | |||||
Aggregate of founder shares to independent directors | 20,000 |
Warrants (Details)
Warrants (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
Public warrants term | 5 years |
Warrants and rights outstanding description | ●in whole and not in part; ● at a price of $0.01 per warrant; ● at any time during the exercise period; ● upon a minimum of 30 days’ prior written notice of redemption; ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. |
Fair Value Measurements on a _3
Fair Value Measurements on a Recurring Basis (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Fair Value Measurements on a Recurring Basis (Details) [Line Items] | |||
FPS commitment | $ 10 | ||
Fixed commitment amount | $ 10 | ||
Business combination | 60% | 80% | |
Level 3 [Member] | |||
Fair Value Measurements on a Recurring Basis (Details) [Line Items] | |||
Fair value transfers out of level 3 | $ 7.1 |
Fair Value Measurements on a _4
Fair Value Measurements on a Recurring Basis (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Total Liabilities | $ 11,437,880 | $ 10,161,114 |
Fair Value Measurement [Member] | ||
Assets: | ||
Assets held in Trust Account – U.S. government debt securities | 31,190,506 | 250,017,673 |
Liabilities: | ||
Warrant liability | 574,650 | 5,300,188 |
FPS liability | 1,757,919 | 2,006,525 |
Total Liabilities | 2,332,569 | 7,306,713 |
Fair Value Measurement [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Assets held in Trust Account – U.S. government debt securities | 31,190,506 | 250,017,673 |
Liabilities: | ||
Warrant liability | ||
FPS liability | ||
Total Liabilities | ||
Fair Value Measurement [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Assets held in Trust Account – U.S. government debt securities | ||
Liabilities: | ||
Warrant liability | 574,650 | 5,300,188 |
FPS liability | ||
Total Liabilities | 574,650 | 5,300,188 |
Fair Value Measurement [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Assets held in Trust Account – U.S. government debt securities | ||
Liabilities: | ||
Warrant liability | ||
FPS liability | 1,757,919 | 2,006,525 |
Total Liabilities | $ 1,757,919 | $ 2,006,525 |
Fair Value Measurements on a _5
Fair Value Measurements on a Recurring Basis (Details) - Schedule of fair value measurement of the warrants - Initial Measurement [Member] | Mar. 16, 2021 $ / shares |
Fair Value Measurements on a Recurring Basis (Details) - Schedule of fair value measurement of the warrants [Line Items] | |
Risk-free interest rate | 1.05% |
Expected term (years) | 5 years |
Expected volatility | 17.50% |
Exercise price (in Dollars per share) | $ 11.5 |
Stock price (in Dollars per share) | $ 10 |
Dividend yield | 0% |
Fair Value Measurements on a _6
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability - USD ($) | 3 Months Ended | |||||||
Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | |||
Private Placement [Member] | ||||||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability [Line Items] | ||||||||
Fair value beginning balance | $ 175,851 | $ 35,478 | $ 44,550 | $ 112,063 | $ 149,850 | $ 172,935 | ||
Change in valuation inputs or other assumptions | [1] | (2,916) | (23,328) | (9,072) | (67,513) | (1,350) | (23,085) | |
Fair value ending balance | 172,935 | 12,150 | 35,478 | 44,550 | 148,500 | [2] | 149,850 | |
Public [Member] | ||||||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability [Line Items] | ||||||||
Fair value beginning balance | 8,141,250 | 1,642,500 | 2,062,500 | 5,188,125 | 6,937,500 | 8,006,250 | ||
Change in valuation inputs or other assumptions | [1] | (135,000) | (1,080,000) | (420,000) | (3,125,625) | (62,500) | (1,068,750) | |
Fair value ending balance | 8,006,250 | 562,500 | 1,642,500 | 2,062,500 | 6,875,000 | [2] | 6,937,500 | |
Warrant Liability [Member] | ||||||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability [Line Items] | ||||||||
Fair value beginning balance | 8,317,101 | 1,677,978 | 2,107,050 | 5,300,188 | 7,087,350 | 8,179,185 | ||
Change in valuation inputs or other assumptions | [1] | (137,916) | (1,103,328) | (429,072) | (3,193,138) | (63,850) | (1,091,835) | |
Fair value ending balance | 8,179,185 | 574,650 | 1,677,978 | 2,107,050 | 7,023,500 | [2] | 7,087,350 | |
FPS Liability [Member] | ||||||||
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liability [Line Items] | ||||||||
Fair value beginning balance | 1,933,236 | 1,301,570 | 1,959,196 | 2,006,525 | 2,102,896 | 1,857,632 | ||
Change in valuation inputs or other assumptions | [3] | (75,604) | 456,349 | (657,626) | (47,329) | (102,080) | 245,264 | |
Fair value ending balance | $ 1,857,632 | $ 1,757,919 | $ 1,301,570 | $ 1,959,196 | $ 2,000,816 | $ 2,102,896 | ||
[1]Changes in valuation inputs or other assumptions are recognized in Change in fair value of warrant liability in the statement of operations.[2]Due to the use of quoted prices in an inactive market and the use of observable inputs for similar assets or liabilities (Level 2) for Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling approximately $7.1 million during the nine months ended September 30, 2021. The Company did not have any transfers out of Level 3 during the three months ended September 30, 2021.[3]Changes in valuation inputs or other assumptions are recognized in Change in fair value of FPS liability in the statement of operations. |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 14, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Subsequent Events [Abstract] | ||||
Working capital loan | $ 750,000 | $ 1,000,000 | $ 1,000,000 | $ 0 |