Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 15, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | INTERPRIVATE II ACQUISITION CORP. | |
Trading Symbol | IPVA | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001839608 | |
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 File Number | 001-40152 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3122877 | |
Entity Address, Address Line One | 1350 Avenue of the Americas | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | (212) | |
Local Phone Number | 920-0125 | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 26,075,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,468,750 |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 40,119 | $ 120,785 |
Prepaid expenses | 126,439 | 249,172 |
Total current assets | 166,558 | 369,957 |
Prepaid expense, net of current assets | 41,075 | |
Marketable securities held in Trust Account | 260,207,445 | 258,821,242 |
TOTAL ASSETS | 260,374,003 | 259,232,274 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||
Related party payable | 439,279 | 50,320 |
Accounts payable and accrued expenses | 6,135,574 | 1,283,968 |
Total current liabilities | 6,574,853 | 1,334,288 |
Warrant liability | 236,980 | 4,115,552 |
Total Liabilities | 6,811,833 | 5,449,840 |
Commitments and Contingencies (See Note 6) | ||
Class A common stock subject to possible redemption 25,875,000 shares at redemption value | 259,963,920 | 258,821,242 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 200,000 shares issued and outstanding (excluding 25,875,000 shares subject to possible redemption) (1) | 20 | 20 |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,468,750 shares issued and outstanding | 647 | 647 |
Additional paid-in capital | ||
Accumulated deficit | (6,402,417) | (5,039,475) |
Total Stockholders’ Deficit | (6,401,750) | (5,038,808) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 260,374,003 | $ 259,232,274 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 25,875,000 | 25,875,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, shares issued | 200,000 | 200,000 |
Common stock, shares outstanding | 200,000 | 200,000 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 6,468,750 | 6,468,750 |
Common stock, shares outstanding | 6,468,750 | 6,468,750 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating and formation costs | $ 1,446,778 | $ 705,930 | $ 5,404,062 | $ 1,562,611 |
Related party administrative fees | 60,000 | 60,000 | 180,000 | 140,000 |
Loss from operations | (1,506,778) | (765,930) | (5,584,062) | (1,702,611) |
Income (loss) before taxes | 22,774 | (15,485) | 102,104 | (2,585,255) |
Provision for income taxes | (271,311) | (322,368) | ||
Net loss | $ (248,537) | $ (15,485) | $ (220,264) | $ (2,585,255) |
Basic and diluted weighted average shares outstanding, Non-redeemable common stock (in Shares) | 6,668,750 | 6,668,750 | 6,668,750 | 6,668,750 |
Basic and diluted net income (loss) per share, Non-redeemable common stock (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ (0.08) |
Change in fair value of warrant liabilities | $ 165,867 | $ 734,067 | $ 3,878,572 | $ (912,766) |
Offering costs attributable to warrant liabilities | (6,835) | |||
Interest earned on marketable securities held in Trust Account | 336,544 | 30,522 | 823,607 | 54,504 |
Unrealized gain (loss) on marketable securities held in Trust Account | 1,027,141 | (14,144) | 983,987 | (17,547) |
Other income (loss), net | $ 1,529,552 | $ 750,445 | $ 5,686,166 | $ (882,644) |
Class A Common Stock | ||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption (in Shares) | 25,875,000 | 25,875,000 | 25,875,000 | 25,875,000 |
Basic and diluted net income (loss) per share, Class A common stock subject to redemption (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ (0.08) |
Condensed Statement of Operat_2
Condensed Statement of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Basic and diluted weighted average shares outstanding | 6,668,750 | 6,668,750 | 6,668,750 | 6,668,750 |
Basic and diluted net income (loss) per share, Class A common stock subject to redemption | $ 0 | $ 0 | $ 0 | $ (0.08) |
Class A Common Stock | ||||
Basic and diluted weighted average shares outstanding | 25,875,000 | 25,875,000 | 25,875,000 | 25,875,000 |
Basic and diluted net income (loss) per share, Class A common stock subject to redemption (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ (0.08) |
Condensed Statement of Changes
Condensed Statement of Changes In Stockholders’ Deficit (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | |||||
Balance (in Shares) at Dec. 31, 2020 | |||||
Issuance of Class B common stock to Sponsor | $ 647 | 647 | |||
Issuance of Class B common stock to Sponsor (in Shares) | 6,468,750 | ||||
Issuance costs associated with the sale of Public Units | (2,348,298) | (2,348,298) | |||
Sale of 4,616,667 Private Placement Warrants | |||||
Issuance of Representative Shares | $ 20 | 20 | |||
Issuance of Representative Shares (in Shares) | 200,000 | ||||
Remeasurement of Class A common stock subject to possible redemption | (8,805) | (8,805) | |||
Net income (loss) | 174,342 | 174,342 | |||
Balance at Mar. 31, 2021 | $ 20 | $ 647 | (2,182,761) | (2,182,094) | |
Balance (in Shares) at Mar. 31, 2021 | 200,000 | 6,468,750 | |||
Balance at Dec. 31, 2020 | |||||
Balance (in Shares) at Dec. 31, 2020 | |||||
Net income (loss) | (2,585,255) | ||||
Balance at Sep. 30, 2021 | $ 20 | $ 647 | (4,970,510) | (4,969,843) | |
Balance (in Shares) at Sep. 30, 2021 | 200,000 | 6,468,750 | |||
Balance at Mar. 31, 2021 | $ 20 | $ 647 | (2,182,761) | (2,182,094) | |
Balance (in Shares) at Mar. 31, 2021 | 200,000 | 6,468,750 | |||
Remeasurement of Class A common stock subject to possible redemption | (11,775) | (11,775) | |||
Net income (loss) | (2,744,112) | (2,744,112) | |||
Balance at Jun. 30, 2021 | $ 20 | $ 647 | (4,938,648) | (4,937,981) | |
Balance (in Shares) at Jun. 30, 2021 | 200,000 | 6,468,750 | |||
Remeasurement of Class A common stock subject to possible redemption | (16,377) | (16,377) | |||
Net income (loss) | (15,485) | (15,485) | |||
Balance at Sep. 30, 2021 | $ 20 | $ 647 | (4,970,510) | (4,969,843) | |
Balance (in Shares) at Sep. 30, 2021 | 200,000 | 6,468,750 | |||
Balance at Dec. 31, 2021 | $ 20 | $ 647 | (5,039,475) | (5,038,808) | |
Balance (in Shares) at Dec. 31, 2021 | 200,000 | 6,468,750 | |||
Remeasurement of Class A common stock subject to possible redemption | (82,286) | (82,286) | |||
Net income (loss) | 19,172 | 19,172 | |||
Balance at Mar. 31, 2022 | $ 20 | $ 647 | (5,102,589) | (5,101,922) | |
Balance (in Shares) at Mar. 31, 2022 | 200,000 | 6,468,750 | |||
Balance at Dec. 31, 2021 | $ 20 | $ 647 | (5,039,475) | (5,038,808) | |
Balance (in Shares) at Dec. 31, 2021 | 200,000 | 6,468,750 | |||
Net income (loss) | (220,264) | ||||
Balance at Sep. 30, 2022 | $ 20 | $ 647 | (6,402,417) | (6,401,750) | |
Balance (in Shares) at Sep. 30, 2022 | 200,000 | 6,468,750 | |||
Balance at Mar. 31, 2022 | $ 20 | $ 647 | (5,102,589) | (5,101,922) | |
Balance (in Shares) at Mar. 31, 2022 | 200,000 | 6,468,750 | |||
Remeasurement of Class A common stock subject to possible redemption | (87,583) | (87,583) | |||
Net income (loss) | 9,101 | 9,101 | |||
Balance at Jun. 30, 2022 | $ 20 | $ 647 | (5,181,071) | (5,180,404) | |
Balance (in Shares) at Jun. 30, 2022 | 200,000 | 6,468,750 | |||
Remeasurement of Class A common stock subject to possible redemption | (972,809) | (972,809) | |||
Net income (loss) | (248,537) | (248,537) | |||
Balance at Sep. 30, 2022 | $ 20 | $ 647 | $ (6,402,417) | $ (6,401,750) | |
Balance (in Shares) at Sep. 30, 2022 | 200,000 | 6,468,750 |
Condensed Statement of Change_2
Condensed Statement of Changes In Stockholders’ Deficit (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021 shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of private placement warrants | 4,616,667 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from Operating Activities: | ||
Net loss | $ (220,264) | $ (2,585,255) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
(Gain) loss on warrant liabilities | (3,878,572) | 912,766 |
Offering costs attributable to warrant liabilities | 6,835 | |
Interest earned on marketable securities held in Trust Account | (823,607) | (54,504) |
Unrealized (gain) loss on marketable securities held in Trust Account | (983,987) | 17,547 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 163,808 | (357,624) |
Related party payable | 388,959 | |
Accrued expenses | 4,851,606 | 1,060,872 |
Net cash used in operating activities | (502,057) | (999,363) |
Cash flows from Investing Activities: | ||
Investment in trust account | (258,750,000) | |
Withdrawals from Trust Account | 421,391 | |
Net cash provided by (used in) investing activities | 421,391 | (258,750,000) |
Cash flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 253,575,000 | |
Proceeds from sale of Private Placement Warrants | 6,925,000 | |
Proceeds from promissory note – related party | 149,476 | |
Repayment of promissory note – related party | (149,476) | |
Payment of offering costs | (502,651) | |
Net cash provided by financing activities | 259,997,349 | |
Net Change in Cash | (80,666) | 247,986 |
Cash – Beginning of period | 120,785 | |
Cash – End of period | 40,119 | 247,986 |
Non-Cash investing and financing activities: | ||
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | 25,000 | |
Issuance of Representative Shares | 20 | |
Remeasurement in value of common stock subject to redemption | $ (1,142,679) | $ (36,957) |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS InterPrivate II Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on September 10, 2020. It was originally incorporated under the name “InterPrivate IV Capital Partners Corp.”, but the Company changed its name to “InterPrivate II Acquisition Corp.” on January 6, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (each, a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an 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 any operations. All activity through September 30, 2022 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income on cash and cash equivalents in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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 Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022 (the “Annual Report”). The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. There have been no changes to our significant accounting policies described in our Annual Report that have had a material impact on our condensed financial statements and related notes. Reclassifications Certain reclassifications were made to the prior period balances to conform to the current period presentation. These reclassifications do not restate the prior period financial statements and are for presentation purposes only. Liquidity and Financial Condition As of September 30, 2022 the company had cash of and a working capital deficit of . The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. The Sponsor is authorized to issue to up to $1.5M to the Company through a Working Capital Loan. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to the Company on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the issuance of this report. The Company has a termination date of less than one year from the issuance of this report. 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 and compliance with new or revised financial accounting standards that are applicable to other public companies. Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were invested in U.S. Treasury Bills. 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. Accordingly, at September 30, 2022, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate was 1,191.30% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 315.73% and 0% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”). Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Months Ended September 30, 2022 2021 2022 2021 Ordinary shares subject to possible redemption Numerator: Net loss attributable to Class A common stock subject to possible redemption $ (197,608 ) $ (12,312 ) $ (175,128 ) $ (2,055,494 ) Denominator: Weighted Average Class A Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 25,875,000 25,875,000 25,875,000 25,875,000 Basic and Diluted net loss per share, Redeemable Ordinary Shares $ (0.01 ) $ (0.00 ) $ (0.01 ) $ (0.08 ) Non-Redeemable ordinary shares Numerator: Net loss $ (248,537 ) $ (15,485 ) $ (220,264 ) $ (2,585,255 ) Less: Net loss attributable to Class A common stock subject to possible redemption 197,608 12,312 175,128 2,055,494 Net loss attributable to Class A common stock not subject to possible redemption (50,929 ) (3,173 ) (45,136 ) (529,761 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, non-redeemable common stock 6,668,750 6,668,750 6,668,750 6,668,750 Basic and diluted net loss per share, Non-redeemable common stock $ (0.01 ) $ (0.00 ) $ (0.01 ) $ (0.08 ) Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING There have been no changes to the public offering amounts previously disclosed in the December 31, 2021 financials. As of September 30, 2022, cash of $40,119 was held outside of the Trust Account and was available for working capital purposes. |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT There have been no changes to the private placement warrant disclosure since the December 31, 2021 financials. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 13, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). On February 4, 2021, the Sponsor transferred an aggregate 90,000 Founder Shares to the Company’s independent directors, resulting in the Sponsor holding 5,660,000 Founder Shares. On March 4, 2021, the Company effected a 1.125-for-1 stock split of its Class B common stock, resulting in an aggregate of 6,468,750 Founder Shares issued and outstanding, 6,378,750 of which were held by the Sponsor. On November 22, 2021, the Sponsor transferred 30,000 Founder Shares to a newly appointed independent director of the Company, resulting in the Sponsor holding 6,348,750 Founder Shares. The aggregate value of the 120,000 Founder Shares transferred to the independent directors will be recorded as compensation expense at the time of a Business Combination. The initial grant was deemed de minimis and the second grant in November 2021 is estimated at $9.79 per share, approximately $300,000. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares were subject to forfeiture. Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, pursuant to which the Company will pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate, and the Company will cease paying these monthly fees. For the three months ended September 30, 2022 and 2021, the Company recorded $30,000 and $30,000, respectively, in fees for these services. For the nine months ended September 30, 2022 and 2021, the Company recorded $90,000 and $70,000, respectively, in fees for these services. As of September 30, 2022 and December 31, 2021, the service fee payable was $0, respectively. Payments were reimbursed through the related party payable on the accompanying condensed balance sheets. Convertible Promissory Note — Related Party On March 31, 2022, the Company entered into a convertible promissory note with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,500,000 (the “Convertible Promissory Note”). The Convertible Promissory Note is non-interest bearing and due on the earlier of March 9, 2023 and the date on which the Company consummates its initial business combination. If the Company completes a business combination, it would repay such additional loaned amounts, without interest, upon consummation of the business combination. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such additional loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of such additional loans (if any) may be convertible into warrants, at a price of $1.50 per warrant at the option of the Sponsor. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such additional loans (if any) have not been determined and no written agreements exist with respect to such loans. If the Company fully draws down on the Convertible Promissory Note and requires additional funds for working capital purposes, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company such additional funds as may be required. The issuance of the Convertible Promissory Note was approved by the board of directors and the audit committee on March 31, 2022. As of September 30, 2022, there was $0 outstanding under the Convertible Promissory Note which is reported in related party payables. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. In addition, as the Company incurs operating expenses, these fees are paid by InterPrivate LLC, and InterPrivate LLC is subsequently reimbursed by the Company for the full amount paid. As of September 30, 2022 and December 31, 2021, the Company had $439,279 and $50,320 in related party payables outstanding, respectively. The increase is primarily due to increased invoices paid by the LLC on behalf of InterPrivate II for operations. Services Agreement The Company entered into an agreement, pursuant to which the Company will pay its Vice President a total of $10,000 per month for assisting the Company in negotiating and consummating an initial Business Combination. Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate, and the Company will cease paying these monthly fees. For the three months ended September 30, 2022 and 2021, the Company incurred $30,000 and $30,000 in fees, respectively, for these services. For the nine months ended September 30, 2022 and 2021, the Company incurred $90,000 and $70,000 in fees, respectively, for these services. As of September 30, 2022 and December 31, 2021, the service fee payable was $0 and $0, respectively. Payments were reimbursed through the related party payable on the accompanying condensed balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Representative Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) have registration rights requiring the Company to register a sale of any of the securities held by them prior to the consummation of a Business Combination. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement In conjunction with the Initial Public Offering, the Company entered into a Business Combination Marketing Agreement (the “BCMA”) under which the Company engaged Morgan Stanley and EarlyBirdCapital as advisors in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the Business Combination, assist the Company in obtaining stockholder approval for the Business Combination, and assist the Company with its press releases and public filings in connection with the Business Combination. Under the BCMA, the Company agreed to pay Morgan Stanley and EarlyBirdCapital a cash fee for such services upon the consummation of a Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $9,056,250 (exclusive of any applicable finders’ fees which might become payable). On July 5, 2022, Morgan Stanley entered into a letter agreement with the Company and EarlyBirdCapital that amended the BCMA by (i) removing Morgan Stanley as a party to the BCMA and releasing it from its obligations thereunder; (ii) stating that Morgan Stanley would no longer have any rights, benefits, liabilities or obligations thereunder; (iii) reducing the fee payable thereunder from 3.5% to 1.75% of the gross proceeds of the Initial Public Offering (such reduced amount totaling $4,528,125), which becomes payable solely to EarlyBirdCapital on the condition that the Company successfully completes a business combination transaction; and (iv) obligating the Company to indemnify Morgan Stanley for any claims arising out of the letter agreement and to continue to indemnify Morgan Stanley as provided under the BCMA. As a result of such letter agreement, Morgan Stanley is no longer required to perform any services under the BCMA and is not entitled to receive any compensation thereunder. The letter agreement did not amend the provision of the BCMA which provides that the full amount of the original BCMA Fee (totaling $9,056,250) will be returned to the Public Stockholders upon the Company’s liquidation if the Company does not consummate a Business Combination within 24 months of the Initial Public Offering (or any extension thereof). |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
WARRANTS | NOTE 7. WARRANTS There have been no changes to the public warrant disclosure since the Annual Report on Form 10-K. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021, respectively, and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, Description Level 2022 Assets: Marketable securities held in Trust Account 1 $ 260,207,445 Liabilities: Warrant liability - Private placement warrants 3 231,000 Warrant liability - Underwriters warrants 3 5,980 December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 258,821,242 Liabilities: Warrant liability - Private placement warrants 3 3,584,971 Warrant liability - Underwriters warrants 3 530,581 The Private Placement Warrants were initially valued using a Binomial Lattice Model, which is considered to be a Level 3 fair value measurement. The Binomial Lattice Model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Binomial Lattice Model was used in estimating the fair value of the Private Placement Warrants for periods where no observable traded price was available. The key inputs into the Binomial Lattice Model for the initial measurement of the Private Placement Warrants, and the subsequent measurement of the Private Placement Warrants, are as follows: September 30, December 31, Term 2022 2021 Risk-free interest rate 4.20 % 1.19 % Market price of public stock $ 9.84 $ 9.70 Dividend yield 0.00 % 0.00 % Implied volatility 2.80 % 16.6 % Exercise price $ 11.50 $ 11.50 The above assumptions are based on an expected close of a de-SPAC transaction on December 31, 2022. On September 30, 2022 and December 31, 2021, the Private Placement Warrants were determined to be valued at $0.06 and $0.93 per warrant, respectively. On September 30, 2022 and December 31, 2021, the Underwriter Warrants were valued at $0.01 and $0.69, respectively. The following table presents the changes in the fair value of warrant liabilities: Term Private Placement Underwriters Fair value as of December 31, 2021 $ 3,584,971 $ 530,581 Change in valuation inputs or other assumptions (3,353,971 ) (524,601 ) Fair value as of September 30, 2022 $ 231,000 $ 5,980 During the nine-month period ended September 30, 2022, there were no transfers out of Level 3. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS On October 31, 2022, the Sponsor and Braemar Energy Ventures III, L.P. (“Braemar”) entered into a Stock Transfer Agreement pursuant to which the Sponsor agreed to transfer 200,000 shares of Class A Stock to Braemar promptly following, and contingent upon, the Closing of the Business Combination. Pursuant to the terms of the Merger Agreement and a letter agreement entered into on November 7, 2022 between the Company and Getaround (the “Escrow Shares Allocation Agreement”), the Escrow Shares will be allocated promptly following the Closing to: (i) non-redeeming public holders of Class A Stock, whether acquired in InterPrivate II’s initial public offering or acquired in the secondary market (the “Public Stockholders”), (ii) the designees of EarlyBirdCapital, and (iii) the holders of the Class B Stock including the Sponsor and the current and former independent directors of InterPrivate II (collectively, the “Bonus Share Recipients”, and the Escrow Shares entitled to be received by the Bonus Share Recipients, the “Bonus Shares”). The Bonus Shares will be apportioned pro rata to each Bonus Share Recipient based on the number of shares of Class A Stock held immediately following the Closing as a percentage of the total number of shares of Class A Stock that remain outstanding after giving effect to redemptions and the automatic conversion of the Founder Shares into shares of Class A Stock. However, the holders of the Representative Shares and the Founder Shares (collectively, the “Initial Stockholders”) have agreed pursuant to the Escrow Shares Allocation Agreement to re-allocate to the Getaround equityholders the number of Bonus Shares which exceed the number that the Initial Stockholders would have received on a pro rata basis if no Public Stockholders elect to exercise their redemption rights. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022 (the “Annual Report”). The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. There have been no changes to our significant accounting policies described in our Annual Report that have had a material impact on our condensed financial statements and related notes. |
Reclassifications | Reclassifications Certain reclassifications were made to the prior period balances to conform to the current period presentation. These reclassifications do not restate the prior period financial statements and are for presentation purposes only. |
Liquidity and Financial Condition | Liquidity and Financial Condition As of September 30, 2022 the company had cash of and a working capital deficit of . The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. The Sponsor is authorized to issue to up to $1.5M to the Company through a Working Capital Loan. If the Company is unable to raise additional capital, the Company may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to the Company on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year and one day from the issuance of this report. The Company has a termination date of less than one year from the issuance of this report. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements and compliance with new or revised financial accounting standards that are applicable to other public companies. |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were invested in U.S. Treasury Bills. |
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. Accordingly, at September 30, 2022, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s effective tax rate was 1,191.30% and 0% for the three months ended September 30, 2022 and 2021, respectively, and 315.73% and 0% for the nine months ended September 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. |
Net Income (Loss) Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”). Net income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the Three Months Ended September 30, For the Nine Months Months Ended September 30, |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_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 common share | For the Three Months Ended September 30, For the Nine Months Months Ended September 30, 2022 2021 2022 2021 Ordinary shares subject to possible redemption Numerator: Net loss attributable to Class A common stock subject to possible redemption $ (197,608 ) $ (12,312 ) $ (175,128 ) $ (2,055,494 ) Denominator: Weighted Average Class A Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption 25,875,000 25,875,000 25,875,000 25,875,000 Basic and Diluted net loss per share, Redeemable Ordinary Shares $ (0.01 ) $ (0.00 ) $ (0.01 ) $ (0.08 ) Non-Redeemable ordinary shares Numerator: Net loss $ (248,537 ) $ (15,485 ) $ (220,264 ) $ (2,585,255 ) Less: Net loss attributable to Class A common stock subject to possible redemption 197,608 12,312 175,128 2,055,494 Net loss attributable to Class A common stock not subject to possible redemption (50,929 ) (3,173 ) (45,136 ) (529,761 ) Denominator: Weighted Average Non-Redeemable Basic and diluted weighted average shares outstanding, non-redeemable common stock 6,668,750 6,668,750 6,668,750 6,668,750 Basic and diluted net loss per share, Non-redeemable common stock $ (0.01 ) $ (0.00 ) $ (0.01 ) $ (0.08 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of information about the company’s assets that are measured at fair value | September 30, Description Level 2022 Assets: Marketable securities held in Trust Account 1 $ 260,207,445 Liabilities: Warrant liability - Private placement warrants 3 231,000 Warrant liability - Underwriters warrants 3 5,980 December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 258,821,242 Liabilities: Warrant liability - Private placement warrants 3 3,584,971 Warrant liability - Underwriters warrants 3 530,581 |
Schedule of binomial lattice model for initial measurement of private placement warrants | September 30, December 31, Term 2022 2021 Risk-free interest rate 4.20 % 1.19 % Market price of public stock $ 9.84 $ 9.70 Dividend yield 0.00 % 0.00 % Implied volatility 2.80 % 16.6 % Exercise price $ 11.50 $ 11.50 |
Schedule of changes in fair value of warrant liabilities | Term Private Placement Underwriters Fair value as of December 31, 2021 $ 3,584,971 $ 530,581 Change in valuation inputs or other assumptions (3,353,971 ) (524,601 ) Fair value as of September 30, 2022 $ 231,000 $ 5,980 |
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 | Aug. 16, 2022 | |
Accounting Policies [Abstract] | |||||
Cash (in Dollars) | $ 40,119 | $ 40,119 | |||
Working capital deficit (in Dollars) | $ 6,164,771 | 6,164,771 | |||
Working capital loan (in Dollars) | $ 1.5 | ||||
Effective tax rate percentage | 1,191.30% | 0% | 315.73% | 0% | |
Statutory tax rate percentage | 21% | 21% | 9% | 21% | |
Excise tax rate | 1% | 1% | 1% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net loss | $ (248,537) | $ (15,485) | $ (220,264) | $ (2,585,255) |
Denominator: Weighted Average Non-Redeemable | ||||
Basic and diluted weighted average shares outstanding, non-redeemable common stock (in Shares) | 6,668,750 | 6,668,750 | 6,668,750 | 6,668,750 |
Basic and diluted net loss per share, Non-redeemable common stock (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ (0.08) |
Class A Common Stock [Member] | ||||
Numerator: | ||||
Net loss attributable to Class A common stock subject to possible redemption | $ (197,608) | $ (12,312) | $ (175,128) | $ (2,055,494) |
Denominator: Weighted Average Class A | ||||
Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption (in Shares) | 25,875,000 | 25,875,000 | 25,875,000 | 25,875,000 |
Basic and Diluted net loss per share, Redeemable Ordinary Shares (in Dollars per share) | $ (0.01) | $ 0 | $ (0.01) | $ (0.08) |
Numerator: | ||||
Less: Net loss attributable to Class A common stock subject to possible redemption | $ 197,608 | $ 12,312 | $ 175,128 | $ 2,055,494 |
Net loss attributable to Class A common stock not subject to possible redemption | $ (50,929) | $ (3,173) | $ (45,136) | $ (529,761) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) [Line Items] | ||||
Basic and diluted weighted average shares outstanding | 6,668,750 | 6,668,750 | 6,668,750 | 6,668,750 |
Basic and diluted net loss per share, Non-redeemable common stock | $ 0 | $ 0 | $ 0 | $ (0.08) |
Class A Common Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) [Line Items] | ||||
Basic and diluted weighted average shares outstanding | 25,875,000 | 25,875,000 | 25,875,000 | 25,875,000 |
Basic and diluted net loss per share, Non-redeemable common stock | $ 0 | $ 0 | $ 0 | $ (0.08) |
Public Offering (Details)
Public Offering (Details) | Sep. 30, 2022 USD ($) |
Public Offering [Abstract] | |
Cash | $ 40,119 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 04, 2021 | Feb. 04, 2021 | Jan. 13, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||||||
Stock split, description | On February 4, 2021, the Sponsor transferred an aggregate 90,000 Founder Shares to the Company’s independent directors, resulting in the Sponsor holding 5,660,000 Founder Shares. On March 4, 2021, the Company effected a 1.125-for-1 stock split of its Class B common stock, resulting in an aggregate of 6,468,750 Founder Shares issued and outstanding, 6,378,750 of which were held by the Sponsor. On November 22, 2021, the Sponsor transferred 30,000 Founder Shares to a newly appointed independent director of the Company, resulting in the Sponsor holding 6,348,750 Founder Shares. The aggregate value of the 120,000 Founder Shares transferred to the independent directors will be recorded as compensation expense at the time of a Business Combination. The initial grant was deemed de minimis and the second grant in November 2021 is estimated at $9.79 per share, approximately $300,000. The Founder Shares included an aggregate of up to 843,750 shares subject to forfeiture. | ||||||||
Additional loans | $ 1,500,000 | ||||||||
Price per warrant (in Dollars per share) | $ 1.5 | ||||||||
Convertible promissory note | $ 0 | $ 0 | |||||||
Working capital loan amount | 1,500,000 | 1,500,000 | |||||||
Related party payables outstanding | 439,279 | 439,279 | $ 50,320 | ||||||
Service fee payable | 0 | 0 | |||||||
Class B Common Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of common stock issued (in Shares) | 5,750,000 | ||||||||
Vice President [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Monthly payment for assisting company | 10,000 | ||||||||
Administrative Services Agreement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Incurred fees | 30,000 | $ 30,000 | 90,000 | $ 70,000 | |||||
Service fee payable | 0 | 0 | 0 | ||||||
Services Agreement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Incurred fees | $ 30,000 | $ 30,000 | $ 90,000 | $ 70,000 | |||||
Service fee payable | $ 0 | ||||||||
Private Placement Warrants [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Price per warrant (in Dollars per share) | $ 1.5 | $ 1.5 | |||||||
Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Monthly payment for office space, administrative and support services | $ 10,000 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Payment to cover offering costs | $ 25,000 | ||||||||
Promissory Note [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Aggregate principal amount | $ 1,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |
Jul. 05, 2022 | Sep. 30, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||
Business combination percentage | 3.50% | |
Gross proceeds | $ 9,056,250 | |
Maximum [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Fee payable percentage | 3.50% | |
Minimum [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Fee payable percentage | 1.75% | |
Initial Public Offering [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Gross proceeds of total amount | $ 4,528,125 | |
letter Agreement [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Original BCMA fee | $ 9,056,250 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Price per warrant | $ 0.06 | $ 0.93 |
Underwriters Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Price per warrant | $ 0.01 | $ 0.69 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of information about the company’s assets that are measured at fair value - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Assets: | ||
Marketable securities held in Trust Account | $ 260,207,445 | $ 258,821,242 |
Liabilities: | ||
Warrant liability - Private placement warrants | 231,000 | 3,584,971 |
Warrant liability - Underwriters warrants | $ 5,980 | $ 530,581 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of binomial lattice model for initial measurement of private placement warrants - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Binomial Lattice Model For Initial Measurement Of Private Placement Warrants Abstract | ||
Risk-free interest rate | 4.20% | 1.19% |
Market price of public stock (in Dollars per share) | $ 9.84 | $ 9.7 |
Dividend Yield | 0% | 0% |
Implied volatility | 2.80% | 16.60% |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2021 | $ 3,584,971 |
Change in valuation inputs or other assumptions | (3,353,971) |
Fair value as of September 30, 2022 | 231,000 |
Underwriters Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2021 | 530,581 |
Change in valuation inputs or other assumptions | (524,601) |
Fair value as of September 30, 2022 | $ 5,980 |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 31, 2022 shares |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Shares transfered | 200,000 |