Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 22, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | INTERPRIVATE III FINANCIAL PARTNERS INC. | |
Trading Symbol | IPVF | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001839610 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
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 $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 26,767,500 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 6,468,750 |
Condensed Balance Sheet
Condensed Balance Sheet - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 799,662 | $ 1,501,391 |
Prepaid expenses | 211,803 | 249,171 |
Total current assets | 1,011,465 | 1,750,562 |
Prepaid expense, net of current assets | 41,076 | |
Marketable securities held in Trust Account | 258,970,700 | 258,802,828 |
TOTAL ASSETS | 259,982,165 | 260,594,466 |
Current liabilities | ||
Income tax payable | 47,658 | |
Related party payable | 40,000 | 180,273 |
Accounts payable and accrued expenses | 2,273,386 | 1,486,692 |
Total current liabilities | 2,361,044 | 1,666,965 |
Warrant liability | 52,390 | 233,665 |
Total Liabilities | 2,413,434 | 1,900,630 |
Class A common stock subject to possible redemption 25,875,000 shares at redemption value | 258,970,700 | 258,802,828 |
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) | 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 | (1,402,636) | (109,659) |
Total Stockholders’ Deficit | (1,401,969) | (108,992) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 259,982,165 | $ 260,594,466 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parentheticals) - $ / shares | Jun. 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 | ||
Class A 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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating and formation costs | $ 903,796 | $ 1,016,369 | $ 1,580,634 | $ 1,284,771 |
Related party administrative fees | 60,000 | 60,000 | 120,000 | 80,000 |
Loss from operations | (963,796) | (1,076,369) | (1,700,634) | (1,364,771) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | 101,589 | (62,330) | 181,275 | (53,330) |
Offering costs attributable to warrant liabilities | (210) | |||
Interest earned on marketable securities held in Trust Account | 467,260 | 19,484 | 470,875 | 23,981 |
Unrealized loss on marketable securities held in Trust Account | (28,963) | (7,709) | (28,963) | (3,401) |
Other income (loss), net | 539,886 | (50,555) | 623,187 | (32,960) |
Loss before income taxes | (423,910) | (1,126,924) | (1,077,447) | (1,397,731) |
Provision for income taxes | (47,658) | (47,658) | ||
Net loss | $ (471,568) | $ (1,126,924) | $ (1,125,105) | $ (1,397,731) |
Class A Common Stock Subject to Redemption | ||||
Other income (expense): | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 25,875,000 | 25,875,000 | 25,875,000 | 10,804,945 |
Basic and diluted net (loss) income per share (in Dollars per share) | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.08) |
Non-Redeemable Common Stock | ||||
Other income (expense): | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 7,161,270 | 7,161,270 | 7,161,270 | 6,219,667 |
Basic and diluted net (loss) income per share (in Dollars per share) | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.08) |
Condensed Statement of Operat_2
Condensed Statement of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class A Common Stock Subject to Redemption | ||||
Basic and diluted weighted average shares outstanding | 25,875,000 | 25,875,000 | 25,875,000 | 10,804,945 |
Basic and diluted net income per share | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.08) |
Non-Redeemable Common Stock | ||||
Basic and diluted weighted average shares outstanding | 7,161,270 | 7,161,270 | 7,161,270 | 6,219,667 |
Basic and diluted net income per share | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.08) |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders’ Equity (Deficit) - 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 | 24,353 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 6,468,750 | ||||
Issuance costs associated with the sale of Public Units | (6,843,989) | 1,141,407 | (5,702,582) | ||
Sale of 692,500 Private Placement Warrants | 6,924,931 | 6,924,931 | |||
Initial classification of Private Warrants | (105,295) | (105,295) | |||
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) | (270,807) | (270,807) | |||
Balance at Mar. 31, 2021 | $ 20 | $ 647 | 861,795 | 862,462 | |
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) | (1,397,731) | ||||
Balance at Jun. 30, 2021 | $ 20 | $ 647 | (276,904) | (276,237) | |
Balance (in Shares) at Jun. 30, 2021 | 200,000 | 6,468,750 | |||
Balance at Mar. 31, 2021 | $ 20 | $ 647 | 861,795 | 862,462 | |
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) | (1,126,924) | (1,126,924) | |||
Balance at Jun. 30, 2021 | $ 20 | $ 647 | (276,904) | (276,237) | |
Balance (in Shares) at Jun. 30, 2021 | 200,000 | 6,468,750 | |||
Balance at Dec. 31, 2021 | $ 20 | $ 647 | (109,659) | (108,992) | |
Balance (in Shares) at Dec. 31, 2021 | 200,000 | 6,468,750 | |||
Remeasurement of Class A common stock subject to possible redemption | (3,615) | (3,615) | |||
Net income (loss) | (653,537) | (653,537) | |||
Balance at Mar. 31, 2022 | $ 20 | $ 647 | (766,811) | (766,144) | |
Balance (in Shares) at Mar. 31, 2022 | 200,000 | 6,468,750 | |||
Balance at Dec. 31, 2021 | $ 20 | $ 647 | (109,659) | (108,992) | |
Balance (in Shares) at Dec. 31, 2021 | 200,000 | 6,468,750 | |||
Net income (loss) | (1,125,105) | ||||
Balance at Jun. 30, 2022 | $ 20 | $ 647 | (1,402,636) | (1,401,969) | |
Balance (in Shares) at Jun. 30, 2022 | 200,000 | 6,468,750 | |||
Balance at Mar. 31, 2022 | $ 20 | $ 647 | (766,811) | (766,144) | |
Balance (in Shares) at Mar. 31, 2022 | 200,000 | 6,468,750 | |||
Remeasurement of Class A common stock subject to possible redemption | (164,257) | (164,257) | |||
Net income (loss) | (471,568) | (471,568) | |||
Balance at Jun. 30, 2022 | $ 20 | $ 647 | $ (1,402,636) | $ (1,401,969) | |
Balance (in Shares) at Jun. 30, 2022 | 200,000 | 6,468,750 |
Condensed Statement of Change_2
Condensed Statement of Changes in Stockholders’ Equity (Deficit) (Parentheticals) | 3 Months Ended |
Mar. 31, 2021 shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of private placement units | 692,500 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from Operating Activities: | ||
Net loss | $ (1,125,105) | $ (1,397,731) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (181,275) | 53,330 |
Offering costs attributable to warrant liabilities | 210 | |
Interest earned on marketable securities held in Trust Account | (470,875) | (23,981) |
Unrealized loss on marketable securities held in Trust Account | 28,963 | 3,401 |
Changes in operating assets and liabilities: | ||
Income tax payable | 47,658 | |
Prepaid expenses and other current assets | 78,445 | (429,358) |
Related party payable | (140,273) | |
Accrued expenses | 786,694 | 1,125,685 |
Net cash used in operating activities | (975,768) | (668,444) |
Cash flows from Investing Activities: | ||
Investment of cash in Trust Account | (258,750,000) | |
Withdrawals from Trust Account | 274,039 | |
Net provided by (used in) investing activities | 274,039 | (258,750,000) |
Cash flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 253,680,504 | |
Proceeds from sale of Private Placement Warrants | 6,819,495 | |
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 | 259,997,348 | |
Net Change in Cash | (701,729) | 578,904 |
Cash – Beginning of period | 1,501,391 | |
Cash – End of period | 799,662 | 578,904 |
Non-Cash investing and financing activities: | ||
Initial classification of Common Stock subject to possible redemption | 258,570,000 | |
Offering costs paid by Sponsor in exchange for issuance of Founder Shares | 25,000 | |
Issuance of Representative Shares | 20 | |
Remeasurement of Class A common stock subject to possible redemption | $ 167,872 | $ 20,580 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS InterPrivate III Financial Partners Inc. (the “Company”) is a blank check company incorporated in Delaware on September 10, 2020. It was originally incorporated under the name “InterPrivate II Financial Holdings Corp.”, but the Company changed its name to “InterPrivate III Financial Partners Inc.” 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 June 30, 2022, the Company had not commenced any operations. All activity through June 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. The registration statement for the Initial Public Offering was declared effective on March 4, 2021. On March 9, 2021, the Company consummated the Initial Public Offering of 25,875,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,375,000 Units, at $10.00 per Unit, generating gross proceeds of $258,750,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 692,500 units (each, a “Private Placement Unit” and, collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to InterPrivate Acquisition Management III, LLC (the “Sponsor”) and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of $6,925,000, which is described in Note 4. Following the closing of the Initial Public Offering on March 9, 2021, an amount of $258,750,000 ($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 was placed in a trust account (the “Trust Account”), and was invested 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 meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The New York Stock Exchange (“NYSE”) rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company seeks stockholder approval, the Company will proceed with a Business Combination only if 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 reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. The Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and EarlyBirdCapital have agreed to vote their Founder Shares (as defined in Note 5), Private Placement Shares (as defined in Note 4), Representative Shares (as defined in Note 7) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and EarlyBirdCapital have agreed (a) to waive their redemption rights with respect to their Founder Shares, Representative Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) waive their liquidation rights with respect to the Founder Shares, Private Placement Shares and Representative Shares if the Company fails to complete a Business Combination and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its 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-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination. The Company will have until March 9, 2023 or any extended period of time that the Company may have to consummate a Business Combination as a result of an amendment to the Company’s Amended and Restated Certificate of Incorporation to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), 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. 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 | 6 Months Ended |
Jun. 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 six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. Liquidity and Financial Condition As of June 30, 2022 the Company had cash $799,662 and a working capital deficit of $1,282,210. The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. 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. 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 June 30, 2022 and December 31, 2021. Marketable Securities Held in Trust Account At June 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. 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 June 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. Our effective tax rate was negative 4.5% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and negative 4.5% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. 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 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 loss per common share (in dollars, except per share amounts): For the three months ended For the six months ended June 30, June 30, 2022 2021 2022 2021 Class A Common stock subject to possible redemption Numerator: Net loss allocable to Class A common stock subject to possible redemption $ (369,346 ) $ (882,642 ) $ (881,216 ) $ (887,093 ) Denominator: Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,875,000 25,875,000 25,875,000 10,804,945 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.01 ) $ (0.03 ) $ (0.03 ) $ (0.08 ) Non-redeemable common stock Numerator: Net loss $ (471,568 ) $ (1,126,924 ) $ (1,125,105 ) $ (1,397,731 ) Less: Net loss allocable to Class A common stock subject to possible redemption (369,346 ) 882,642 (881,216 ) 887,093 Net loss allocable to non-redeemable common stock (102,222 ) (244,282 ) (243,889 ) (510,638 ) Denominator: Basic and diluted weighted average shares outstanding, non-redeemable common stock 7,161,270 7,161,270 7,161,270 6,219,667 Basic and diluted net loss per share, non-redeemable common stock $ (0.01 ) (0.03 ) (0.03 ) (0.08 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 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 Annual Report. As of June 30, 2022, cash of $799,662 was held outside of the Trust Account and was available for working capital purposes. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2022 | |
Private Placement Abstract | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT There have been no changes to the private placement amounts previously disclosed in the Annual Report. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares There have been no changes to the Founder Shares amounts previously disclosed in the Annual Report. 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 June 30, 2022 and 2021, the Company recorded $30,000 and $30,000, respectively in fees for these services. For the six months ended June 30, 2022 and 2021, the Company recorded $60,000 and $40,000, respectively, in fees for these services. 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”). 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. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. 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 units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. 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 June 30, 2022 and December 31, 2021, the Company had $40,000 and $180,273 in related party payables outstanding, respectively. 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 June 30, 2022 and 2021, the Company recorded $30,000 and $30,000, respectively in fees for these services. For the six months ended June 30, 2022 and 2021, the Company recorded $60,000 and $40,000, respectively, in fees for these services. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 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 Units and any units that may be issued upon conversion of the Working Capital Loans (and all underlying securities) 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 February 14, 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). Merger Agreement On August 18, 2021, the Company entered into an Agreement and Plan of Merger (as amended and restated, the “Merger Agreement”) with InterPrivate III Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”), InterPrivate III Merger Sub II LLC, a wholly owned subsidiary of the Company (“Merger Sub II”), and Aspiration Partners Inc. (“Aspiration”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Aspiration, with Aspiration surviving the merger as a wholly owned subsidiary of the Company (the “First Merger”) and, immediately following the First Merger and as part of the same overall transaction as the First Merger, the surviving corporation will merge with and into Merger Sub II, with Merger Sub II surviving the merger (the “Second Merger”). The transactions contemplated by the Merger Agreement are referred to as the “Business Combination.” In addition, in connection with the consummation of the Business Combination, the Company will be renamed and is referred to herein as “New Aspiration” as of the time following such change of name. In connection with the closing of the Business Combination (the “Closing”), at the effective time of the Business Combination (the “Effective Time”) and by virtue of the Business Combination, (i) all shares of Aspiration common stock issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive shares of New Aspiration Class A common stock, (ii) all outstanding Aspiration options, whether or not then exercisable, will be assumed by New Aspiration and converted into options to purchase New Aspiration Class A common stock, (iii) each Aspiration stockholder (other than (i) holders of Aspiration Series C-4 preferred stock, (ii) Aspiration Series X Preferred Stock, (iii) Aspiration common stock issued upon conversion of certain convertible senior notes and (iv) Aspiration common stock that is subject to forfeiture under earnout arrangements entered into strategic transactions irrespective of the Business Combination) and each holder of a vested Aspiration option shall also receive a contingent right to receive a pro rata portion of up to 100,000,000 shares of New Aspiration Class A common stock, (iv) all outstanding Aspiration warrants will be either (a) exercised or terminated in accordance with its terms or (b) assumed by New Aspiration and converted into a warrant of New Aspiration to purchase shares of New Aspiration Class A common stock and, prior to the Effective Time, (v) each convertible note of Aspiration will be converted into Aspiration capital stock, paid off in accordance with the terms thereof or remain outstanding as indebtedness of New Aspiration without the right to convert into capital stock of New Aspiration. The aggregate number of shares of common stock to be issued in the Business Combination will be equal to $1.75 billion plus the exercise price of all outstanding Aspiration options, divided by $10.00. The parties to the Merger Agreement have made customary representations and warranties and have agreed to certain customary covenants for a transaction of this type. The Closing is subject to certain conditions, including but not limited to the approval of the Company’s stockholders and Aspiration’s stockholders of the Business Combination Agreement. The Merger Agreement may also be terminated by either party under certain circumstances, including if the Business Combination has not occurred by December 31, 2022 (or such later date as the parties may mutually agree). Subscription Agreements On August 18, 2021, the Company entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors, pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close concurrently with the Closing, an aggregate of 20,000,000 shares of the Company’s Class A common stock at a purchase price of $10.00 per share (the “PIPE Investment”). Aspiration Support Agreement In connection with and following the execution of the Merger Agreement, the Company will enter into support agreements with certain Aspiration stockholders (the “Aspiration Support Agreements”), pursuant to which such Aspiration stockholders will agree, among other things, to vote in favor of the adoption and approval of the Business Combination and any of the documents and transactions contemplated by the Merger Agreement. Additionally, such Aspiration stockholders agreed to not transfer any securities of Aspiration held by such stockholder from the date of execution of the Aspiration Support Agreement until the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms, subject to certain exceptions, and to not solicit any Company Business Combination (as defined in the Merger Agreement), in each case, subject to the terms and conditions of the Aspiration Support Agreements. Sponsor Support Agreement In connection with the execution of the Merger Agreement, InterPrivate Acquisition Management III, LLC, a Delaware limited liability company (the “Sponsor”), entered into a support agreement (the “Sponsor Support Agreement”) with the Company and Aspiration, pursuant to which the Sponsor agreed, among other things, to vote to adopt and approve the Merger Agreement and all other documents and transactions contemplated thereby, to vote against any Business Combination proposal other than the Business Combination or other proposals that would impede or frustrate the Business Combination, to comply with the Merger Agreement’s prohibition on soliciting any alternative Business Combination and to not transfer the equity interests in the Company that it owns, in each case, subject to the terms and conditions of the Sponsor Support Agreement. Amended and Restated Registration Rights Agreement At the Closing, New Aspiration, the Sponsor and certain stockholders of New Aspiration will enter into an Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the parties thereto will be granted certain customary registration rights with respect to shares of common stock of New Aspiration. Stockholders’ Agreement At the Closing, New Aspiration, Andrei Cherny, Joseph Sanberg and certain of their respective controlled affiliates will enter into a Stockholders’ Agreement (the “Stockholders’ Agreement”) to provide for certain governance rights and address certain governance matters relating to New Aspiration. The Stockholders’ Agreement will provide each of Mr. Cherny and Mr. Sanberg the right to nominate one individual to the New Aspiration board of directors, subject to certain qualifications, requirements and exceptions as set forth therein. Transfer Restrictions The Sponsor and its directors and executive officers are subject to certain restrictions on transfer with respect to their shares of New Aspiration common stock pursuant to that certain Letter Agreement, dated as of March 4, 2021, by and among the Company, the Sponsor, and the other parties signatory thereto. Such restrictions end on the date that is one year following the Closing, or are subject to an early price-based release with respect to 50% of such shares if the price per share of New Aspiration Class A common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-day trading period following the Closing. Series X Preferred Stock Purchase Agreement Concurrently with the execution of the Merger Agreement, the Company and Aspiration entered into a Series X Preferred Stock Purchase Agreement (the “Purchase Agreement”) with OCM Aspiration Holdings, LLC (“Oaktree”). Pursuant to the Purchase Agreement, Aspiration has agreed to issue and sell to Oaktree an aggregate of 27,777,777 shares of a newly designated series of preferred stock designated as Series X Preferred Stock of Aspiration, par value $0.000003 per share (the “Aspiration Series X Preferred Stock”), for an aggregate purchase price of $250,000,000, which is net of the original issue discount of 10% (the “Series X Financing”), with shares of Aspiration Series X Preferred Stock having the powers, designations, preferences and other rights set forth in the Aspiration Certificate of Designations (as defined below). The closing of the issuance and sale of Aspiration Series X Preferred Stock occurred concurrently with the execution of the Merger Agreement. The Purchase Agreement also provides that New Aspiration will grant Oaktree registration rights pursuant to the Registration Rights Agreement (as defined below). Certificate of Designations The shares of New Aspiration Series X Preferred Stock to be issued in exchange for shares of Aspiration Series X Preferred Stock pursuant to the Merger Agreement, upon their issuance, will have the powers, designations, preferences, and other rights as set forth in a Certificate of Designations of the New Aspiration Series X Preferred Stock that the Company will file with the Secretary of State of the State of Delaware on or prior to the Closing Date (the “New Aspiration Certificate of Designations”). The New Aspiration Series X Preferred Stock will have, mutatis mutandis Voting and Consent Rights The New Aspiration Series X Preferred Stock will not have any voting rights or rights to convert such preferred shares into shares of New Aspiration Class A common stock. Holders of a majority of the outstanding shares of New Aspiration Series X Preferred Stock will be entitled to elect (i) one director to the board of directors of New Aspiration after the ninth anniversary of the Closing Date and upon a Medium Event (as defined below) and (ii) two directors to the board of directors of New Aspiration upon a Major Event (as defined below). New Aspiration will need to obtain the prior written consent of holders of a majority of the outstanding shares of New Aspiration Series X Preferred Stock for, among other things: (i) effecting any change of control, liquidation event or merger or consolidation of New Aspiration unless the entirety of the applicable Series X Redemption Price (as defined below) is paid with respect to all then issued and outstanding shares of Series X Preferred Stock, (ii) amending Aspiration’s organizational documents to the extent such amendment has an adverse effect on the holders of Series X Preferred Stock, (iii) increasing or decreasing the number of authorized shares of New Aspiration Series X Preferred Stock, (iv) creating any class or series of New Aspiration capital stock that is pari passu or senior to the New Aspiration Series X Preferred Stock, (v) incurring indebtedness, except for indebtedness incurred under Aspiration’s existing secured debt facilities, debt incurred that allows New Aspiration to satisfy a total net leverage ratio of 3.0x and debt incurred for the redemption of the New Aspiration Series X Preferred Stock (subject to limited exceptions), (vi) declaring, paying or making certain dividends and undertaking certain stock repurchases (subject to limited exceptions) and (vii) certain other specified actions. Dividends The dividend rate with respect to the New Aspiration Series X Preferred Stock will be either 8.0% per year in cash or, if not paid in cash, will be paid “in-kind” by accruing at a rate of 8.0%, 11.0% or 12.0% per year for any dividend period ending on or prior to the second anniversary of the Closing Date, between the second and third anniversaries of the Closing Date or between the third and fourth anniversaries of the Closing Date, respectively. New Aspiration may elect either form of dividend payment until the fourth anniversary of the Closing Date, and dividends must be paid in cash thereafter. Each of the dividend rates set forth above will increase by (i) 5.0% per annum (a) if New Aspiration fails to pay any dividend that is required to be paid in cash if surplus cash is available, (b) if New Aspiration defaults on payment with respect to a Liquidation (as defined below) or redemption, (c) if New Aspiration is in material breach of certain covenants under the New Aspiration Certificate of Designations, subject to certain cure periods, (d) if New Aspiration experiences a bankruptcy or insolvency event, whether voluntary or involuntary, (e) if New Aspiration fails to deliver New Aspiration Class A common stock to a holder of New Aspiration Series X Preferred Stock upon the valid exercise of the Warrant (the foregoing clauses (a) through (e), a “Major Event”), (f) if New Aspiration fails to pay any dividend that is required to be paid in cash if surplus cash is unavailable, (g) if New Aspiration is in material breach of certain other covenants under the New Aspiration Certificate of Designations, subject to certain cure periods, (h) if New Aspiration defaults on outstanding indebtedness or if outstanding indebtedness is accelerated, in each case, in excess of $50,000,000 or (i) if New Aspiration fails to pay an applicable final judgment in excess of $25,000,000 (the foregoing clauses (f) through (i), a “Medium Event,” and together with a Major Event, an “Event of Noncompliance”), or (ii) 3.0% per annum if New Aspiration is in material breach of certain other covenants under the New Aspiration Certificate of Designations that is not a Major Event or Medium Event, subject to certain cure periods (the dividend rate as increased in each of the foregoing cases, the “Noncompliance Incremental Rate”). In addition, if the Company does not have at least $200,000,000 of cash at the Closing (excluding proceeds from the issuance of New Aspiration Series X Preferred Stock), the dividend rates set forth above will increase by 5.0% per annum (exclusive of any Noncompliance Incremental Rate then in effect) and will remain in effect until, after the Closing Date, New Aspiration has $200,000,000 of cash (the dividend rate as increased by this sentence, the “de-SPAC Incremental Rate”). New Aspiration may elect to pay both the Noncompliance Incremental Rate and the de-SPAC Incremental Rate in cash or “in-kind.” Springing Rights Upon the occurrence of a Major Event that has continued for 90 days (and upon the occurrence of certain Major Events, and in certain circumstances, 180 days) or upon the occurrence of a Medium Event that has continued for 180 days, subject to certain time extensions, for so long as such Event of Noncompliance is continuing (the period following termination of the foregoing cure periods, the “Liquidity Period”), the holders of a majority of the outstanding shares of New Aspiration Series X Preferred Stock shall have the right to cause New Aspiration to pursue an issuance of securities, a Liquidation (as defined below), merger, sale of assets or similar transaction or series of transactions, a leveraged recapitalization or any other transaction or series of transactions (each, a “Liquidity Transaction”) generating sufficient proceeds available for distribution to holders of New Aspiration Series X Preferred Stock to pay the entirety of the Series X Redemption Price (as defined below). During the Liquidity Period, New Aspiration shall direct an independent financial advisor, approved by the holders of a majority of the outstanding shares of New Aspiration Series X Preferred Stock then outstanding, to establish procedures to effect a Liquidity Transaction in an orderly manner with the objective of achieving the highest available value for New Aspiration within a reasonable period of time and the payment of the entire Series X Redemption Price payable in respect of all outstanding shares of New Aspiration Series X Preferred Stock. However, if a Liquidity Period has commenced and the Event of Noncompliance is cured, New Aspiration may discontinue and will not be required to pursue a Liquidity Transaction. Immediately following the commencement of a Liquidity Transaction, holders of a majority of the outstanding shares of New Aspiration Series X Preferred Stock may take control of and direct the process of a Liquidity Transaction and cause New Aspiration to consummate, subject to any requisite stockholder approvals, any Liquidity Transaction in order to redeem the New Aspiration Series X Preferred Stock at the Series X Redemption Price. Furthermore, during a Liquidity Period, unless New Aspiration is able to redeem outstanding New Aspiration Series X Preferred Stock at the then applicable Series X Redemption Price as a result, New Aspiration will need to obtain the prior written consent of holders of a majority of the outstanding shares of New Aspiration Series X Preferred Stock to acquire any business, incur any indebtedness, repurchase capital stock or make distributions (subject to certain exceptions) or fail to redeem outstanding New Aspiration Series X Preferred Stock with surplus cash (subject to applicable law and the terms of any indebtedness of New Aspiration). Ranking and Liquidation Preference The New Aspiration Series X Preferred Stock will rank senior to New Aspiration’s common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of New Aspiration (a “Liquidation”). Upon a Liquidation, each share of New Aspiration Series X Preferred Stock would be entitled to the applicable Series X Redemption Price. The liquidation preference of the New Aspiration Series X Preferred Stock will be equal to $10 per share (the “Series X Liquidation Preference”). Redemption Rights and Series X Redemption Price New Aspiration will have the right to redeem all or any portion of the New Aspiration Series X Preferred Stock at any time by paying the applicable Series X Redemption Price; provided, however, that no optional redemption will be permitted that would result in less than 33% of the shares of New Aspiration Series X Preferred Stock that are issued on the Closing Date to remain outstanding following such redemption unless all remaining shares of New Aspiration Series X Preferred Stock are redeemed. Each holder of New Aspiration Series X Preferred Stock will have the option to require New Aspiration to redeem any portion of the New Aspiration Series X Preferred Stock at the Series X Redemption Price: (i) at any time after the ninth anniversary of the Closing Date or (ii) upon the occurrence of a Major Event (following the expiration of the applicable cure period) at the election of the holders of a majority of the outstanding shares of New Aspiration Series X Preferred Stock. New Aspiration will be required to redeem all of the outstanding shares of New Aspiration Series X Preferred Stock at the Series X Redemption Price automatically upon the occurrence of a change of control, a Liquidation or an insolvency event. The following table sets forth the “Series X Redemption Price”: Timing of Redemption Series X Redemption Price Until 30 months after the Closing Date (the “First Optional Call Date”) Make-Whole Amount (as defined below) From the First Optional Call Date until the first anniversary of the First Optional Call Date 106% of the sum of the Series X Liquidation Preference and accrued but unpaid dividends From the first anniversary of the First Optional Call Date until 66 months following the First Optional Call Date 103% of the sum of the Series X Liquidation Preference and accrued but unpaid dividends From and after the date 66 months after the First Optional Call Date 100% of the sum of the Series X Liquidation Preference and accrued but unpaid dividends The “Make-Whole Amount” with respect to any redemption of any share of New Aspiration Series X Preferred Stock prior to the First Optional Call Date is defined in the New Aspiration Certificate of Designations as an amount equal to the sum of (A) the remaining dividends that would accrue on such shares being redeemed from the day immediately following the redemption date to the First Optional Call Date at 8.0% as may be increased by the de-SPAC Incremental Rate or the Noncompliance Incremental Rate, if applicable, plus (B) the Series X Liquidation Preference of such shares being redeemed plus (C) the then current amount of accrued in-kind dividends on such shares being redeemed, assuming that, for purposes of calculating the foregoing, the shares of New Aspiration Series X Preferred Stock being redeemed were to remain outstanding through the First Optional Call Date. Series X Minimum Cash Balance Pursuant to the New Aspiration Certificate of Designations, New Aspiration will also be required to maintain a minimum cash balance of $50,000,000 at all times so long as the New Aspiration Series X Preferred Stock remains outstanding. However, if Aspiration and its subsidiaries have less than $10,000,000 in outstanding indebtedness, the required minimum cash balance is reduced to $30,000,000. Investor Rights Agreement The Company entered into an Investor Rights Agreement with Oaktree to be effective upon the Closing Date (the “New Aspiration Investor Rights Agreement”) on substantially similar terms and conditions (while taking into account the consummation of the Business Combination), as those contained in the Investor Rights Agreement (as defined below) set forth below, such that New Aspiration, upon the Closing, shall be subject to the New Aspiration Investor Right Agreement. As a condition to the closing of the Purchase Agreement, Aspiration and Oaktree entered into an Investor Rights Agreement (the “Investor Rights Agreement”) pursuant to which, among other things, Aspiration granted Oaktree certain customary registration rights with respect to the shares of Aspiration common stock underlying the Warrant and certain other securities that may be issued to Oaktree in respect of the Warrant. In addition, pursuant to the Investor Rights Agreement, for so long as shares of the Aspiration Series X Preferred Stock issued on the Series X Closing Date remain outstanding, Oaktree will have (i) a participation right, subject to certain exceptions, pursuant to which Oaktree may maintain its ownership percentage of Aspiration common stock in connection with future offerings or sales of Aspiration equity securities and (ii) a right of first offer with respect to the provision of any future debt or preferred equity financing to Aspiration or its subsidiaries. The Investor Rights Agreement also provides that, so long as 33% of the Aspiration Series X Preferred Stock issued on the Series X Closing Date remains outstanding, Oaktree will be entitled to appoint one non-voting observer to the board of directors of Aspiration. The Investor Rights Agreement further contains a number of other customary covenants and agreements, including certain standstill provisions, preemptive rights, rights of first refusal with respect to future debt financing transactions and information rights. The Investor Rights Agreement provides that Oaktree will be restricted from transferring the Aspiration Series X Preferred Stock to parties unaffiliated with Oaktree without the prior written consent of Aspiration for one year following the closing of the issuance of Aspiration Series X Preferred Stock. From and after such date, Oaktree will be restricted from transferring the Aspiration Series X Preferred Stock to parties unaffiliated with Oaktree without the prior written consent of Aspiration, which consent may not be unreasonably withheld by Aspiration (other than in the event of a transfer to certain restricted transferees). Warrant Pursuant to the Purchase Agreement, at the Closing Date, New Aspiration will issue to Oaktree a warrant (the “Warrant”) to purchase a number of shares of New Aspiration common stock equal to 6.0% of the total number of shares of New Aspiration capital stock outstanding on a fully diluted basis (excluding the shares of New Aspiration Series X Preferred Stock and the Warrant) as of immediately following the consummation of the Business Combination. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANTS | NOTE 7. WARRANTS There have been no changes to the public warrant disclosure since the Annual Report. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 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 June 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: June 30, Description Level 2022 Assets: Marketable securities held in Trust Account 1 $ 258,970,699 Liabilities: Warrant liability - Private placement warrants 3 47,332 Warrant liability - Underwriters warrants 3 5,058 December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 258,802,828 Liabilities: Warrant liability - Private placement warrants 3 202,563 Warrant liability - Underwriters warrants 3 31,102 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: June 30, December 31, Term 2022 2021 Risk-free interest rate 2.98 % 1.23 % Market price of public stock $ 9.80 $ 9.91 Dividend yield 0.00 % 0.00 % Implied volatility 7.20 % 21.8 % Exercise price $ 11.50 $ 11.50 The above assumptions are based on an expected close of a de-SPAC transaction on September 30, 2022. On June 30, 2022 and December 31, 2021 the Private Placement Warrants were determined to be valued at $0.41 and $1.75 per warrant, respectively. On June 30, 2022 and December 31, 2021, the Underwriter Warrants were valued at $0.22 and $1.35, respectively. The following table presents the changes in the fair value of warrant liabilities: Term Private Underwriters Fair value as of December 31, 2021 $ 202,563 $ 31,102 Change in valuation inputs or other assumptions (155,231 ) (26,044 ) Fair value as of June 30, 2022 $ 47,332 $ 5,058 During the three-month period ended June 30, 2022, there were no transfers out of Level 3. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 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 condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 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 six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods. |
Liquidity and Financial Condition | Liquidity and Financial Condition As of June 30, 2022 the Company had cash $799,662 and a working capital deficit of $1,282,210. The Company will need to raise additional capital through loans or additional investments from its initial stockholders, officers or directors. 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. |
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 June 30, 2022 and December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. |
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 June 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. Our effective tax rate was negative 4.5% and 0.00% for the three months ended June 30, 2022 and 2021, respectively, and negative 4.5% and 0.00% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. |
Net 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 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 loss per common share (in dollars, except per share amounts): For the three months ended For the six months ended June 30, June 30, 2022 2021 2022 2021 Class A Common stock subject to possible redemption Numerator: Net loss allocable to Class A common stock subject to possible redemption $ (369,346 ) $ (882,642 ) $ (881,216 ) $ (887,093 ) Denominator: Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,875,000 25,875,000 25,875,000 10,804,945 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.01 ) $ (0.03 ) $ (0.03 ) $ (0.08 ) Non-redeemable common stock Numerator: Net loss $ (471,568 ) $ (1,126,924 ) $ (1,125,105 ) $ (1,397,731 ) Less: Net loss allocable to Class A common stock subject to possible redemption (369,346 ) 882,642 (881,216 ) 887,093 Net loss allocable to non-redeemable common stock (102,222 ) (244,282 ) (243,889 ) (510,638 ) Denominator: Basic and diluted weighted average shares outstanding, non-redeemable common stock 7,161,270 7,161,270 7,161,270 6,219,667 Basic and diluted net loss per share, non-redeemable common stock $ (0.01 ) (0.03 ) (0.03 ) (0.08 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these 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 Topic 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per common share | For the three months ended For the six months ended June 30, June 30, 2022 2021 2022 2021 Class A Common stock subject to possible redemption Numerator: Net loss allocable to Class A common stock subject to possible redemption $ (369,346 ) $ (882,642 ) $ (881,216 ) $ (887,093 ) Denominator: Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption 25,875,000 25,875,000 25,875,000 10,804,945 Basic and diluted net loss per share, Class A common stock subject to possible redemption $ (0.01 ) $ (0.03 ) $ (0.03 ) $ (0.08 ) Non-redeemable common stock Numerator: Net loss $ (471,568 ) $ (1,126,924 ) $ (1,125,105 ) $ (1,397,731 ) Less: Net loss allocable to Class A common stock subject to possible redemption (369,346 ) 882,642 (881,216 ) 887,093 Net loss allocable to non-redeemable common stock (102,222 ) (244,282 ) (243,889 ) (510,638 ) Denominator: Basic and diluted weighted average shares outstanding, non-redeemable common stock 7,161,270 7,161,270 7,161,270 6,219,667 Basic and diluted net loss per share, non-redeemable common stock $ (0.01 ) (0.03 ) (0.03 ) (0.08 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of series X redemption price | Timing of Redemption Series X Redemption Price Until 30 months after the Closing Date (the “First Optional Call Date”) Make-Whole Amount (as defined below) From the First Optional Call Date until the first anniversary of the First Optional Call Date 106% of the sum of the Series X Liquidation Preference and accrued but unpaid dividends From the first anniversary of the First Optional Call Date until 66 months following the First Optional Call Date 103% of the sum of the Series X Liquidation Preference and accrued but unpaid dividends From and after the date 66 months after the First Optional Call Date 100% of the sum of the Series X Liquidation Preference and accrued but unpaid dividends |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets fair value on a recurring basis | June 30, Description Level 2022 Assets: Marketable securities held in Trust Account 1 $ 258,970,699 Liabilities: Warrant liability - Private placement warrants 3 47,332 Warrant liability - Underwriters warrants 3 5,058 December 31, Description Level 2021 Assets: Marketable securities held in Trust Account 1 $ 258,802,828 Liabilities: Warrant liability - Private placement warrants 3 202,563 Warrant liability - Underwriters warrants 3 31,102 |
Schedule of binomial lattice model for initial measurement of Private Placement Warrants | June 30, December 31, Term 2022 2021 Risk-free interest rate 2.98 % 1.23 % Market price of public stock $ 9.80 $ 9.91 Dividend yield 0.00 % 0.00 % Implied volatility 7.20 % 21.8 % Exercise price $ 11.50 $ 11.50 |
Schedule of fair value of warrant liabilities | Term Private Underwriters Fair value as of December 31, 2021 $ 202,563 $ 31,102 Change in valuation inputs or other assumptions (155,231 ) (26,044 ) Fair value as of June 30, 2022 $ 47,332 $ 5,058 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 6 Months Ended | |
Mar. 09, 2021 | Jun. 30, 2022 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Per unit price | 10 | |
Percentage of fair market value | 80% | |
Public share price, per share (in Dollars per share) | $ 10 | |
Net tangible assets (in Dollars) | $ 5,000,001 | |
Aggregate public share percentage | 15% | |
Percentage of public shares | 100% | |
Interest to pay dissolution expenses (in Dollars) | $ 100,000 | |
Trust account per public share (in Dollars per share) | $ 10 | |
Maturity days | 185 days | |
IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Units in shares | 6,925,000 | |
Per unit price (in Dollars per share) | $ 10 | |
Net proceeds (in Dollars) | $ 258,750,000 | |
Class A Common Stock [Member] | IPO [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Units in shares | 25,875,000 | |
Gross proceeds (in Dollars) | $ 258,750,000 | |
Class A Common Stock [Member] | Over-Allotment Option [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Units in shares | 3,375,000 | 692,500 |
Per unit price | 10 | |
Business Combination [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Business acquisition, percentage | 50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Cash (in Dollars) | $ 799,662 | $ 799,662 | ||
Working capital deficit (in Dollars) | $ 1,282,210 | |||
Effective tax rate percentage | 4.50% | 0% | 4.50% | 0% |
Statutory tax rate percentage | 21% | 21% | ||
Federal depository insurance coverage (in Dollars) | $ 250,000 |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class A Common Stock Subject to Possible Redemption [Member] | ||||
Numerator: | ||||
Net loss allocable to Class A common stock subject to possible redemption | $ (369,346) | $ (882,642) | $ (881,216) | $ (887,093) |
Denominator: | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 25,875,000 | 25,875,000 | 25,875,000 | 10,804,945 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.08) |
Non-Redeemable Common Stock [Member] | ||||
Denominator: | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 7,161,270 | 7,161,270 | 7,161,270 | 6,219,667 |
Basic and diluted net loss per share (in Dollars per share) | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.08) |
Numerator: | ||||
Net loss | $ (471,568) | $ (1,126,924) | $ (1,125,105) | $ (1,397,731) |
Less: Net loss allocable to Class A common stock subject to possible redemption | (369,346) | 882,642 | (881,216) | 887,093 |
Net loss allocable to non-redeemable common stock | $ (102,222) | $ (244,282) | $ (243,889) | $ (510,638) |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class A common stock subject to possible redemption [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 | 10,804,945 |
Basic and diluted net loss per share | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.08) |
Non Redeemable 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 | 7,161,270 | 7,161,270 | 7,161,270 | 6,219,667 |
Basic and diluted net loss per share | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.08) |
Public Offering (Details)
Public Offering (Details) | Jun. 30, 2022 USD ($) |
Public Offering Abstract | |
Cash | $ 799,662 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 04, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||
Paid services fees | $ 30,000 | $ 30,000 | $ 60,000 | $ 40,000 | ||
Lender's discretion | 1,500,000 | 1,500,000 | ||||
Related party payables | 40,000 | 40,000 | $ 180,273 | |||
Services agreement fees | $ 30,000 | $ 30,000 | 60,000 | $ 40,000 | ||
Sponsor [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Office space, administrative and support service fee | $ 10,000 | |||||
Services Agreement [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Initial business combination | $ 10,000 | |||||
Business Combination [Member] | Private Placement Units [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Post-business combination entity price per share (in Dollars per share) | $ 10 | $ 10 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Aug. 18, 2021 | Feb. 14, 2022 | Jun. 30, 2022 | |
Commitments and Contingencies (Details) [Line Items] | |||
Percentage of gross proceeds on IPO | 3.50% | ||
Agreement of amendment description | On February 14, 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). | ||
Aspiration capital stock description | In connection with the closing of the Business Combination (the “Closing”), at the effective time of the Business Combination (the “Effective Time”) and by virtue of the Business Combination, (i) all shares of Aspiration common stock issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive shares of New Aspiration Class A common stock, (ii) all outstanding Aspiration options, whether or not then exercisable, will be assumed by New Aspiration and converted into options to purchase New Aspiration Class A common stock, (iii) each Aspiration stockholder (other than (i) holders of Aspiration Series C-4 preferred stock, (ii) Aspiration Series X Preferred Stock, (iii) Aspiration common stock issued upon conversion of certain convertible senior notes and (iv) Aspiration common stock that is subject to forfeiture under earnout arrangements entered into strategic transactions irrespective of the Business Combination) and each holder of a vested Aspiration option shall also receive a contingent right to receive a pro rata portion of up to 100,000,000 shares of New Aspiration Class A common stock, (iv) all outstanding Aspiration warrants will be either (a) exercised or terminated in accordance with its terms or (b) assumed by New Aspiration and converted into a warrant of New Aspiration to purchase shares of New Aspiration Class A common stock and, prior to the Effective Time, (v) each convertible note of Aspiration will be converted into Aspiration capital stock, paid off in accordance with the terms thereof or remain outstanding as indebtedness of New Aspiration without the right to convert into capital stock of New Aspiration. The aggregate number of shares of common stock to be issued in the Business Combination will be equal to $1.75 billion plus the exercise price of all outstanding Aspiration options, divided by $10.00. | ||
Percentage of shares price | 50% | ||
Net of the original issue discount | 10% | ||
Dividends description | The dividend rate with respect to the New Aspiration Series X Preferred Stock will be either 8.0% per year in cash or, if not paid in cash, will be paid “in-kind” by accruing at a rate of 8.0%, 11.0% or 12.0% per year for any dividend period ending on or prior to the second anniversary of the Closing Date, between the second and third anniversaries of the Closing Date or between the third and fourth anniversaries of the Closing Date, respectively. New Aspiration may elect either form of dividend payment until the fourth anniversary of the Closing Date, and dividends must be paid in cash thereafter. Each of the dividend rates set forth above will increase by (i) 5.0% per annum (a) if New Aspiration fails to pay any dividend that is required to be paid in cash if surplus cash is available, (b) if New Aspiration defaults on payment with respect to a Liquidation (as defined below) or redemption, (c) if New Aspiration is in material breach of certain covenants under the New Aspiration Certificate of Designations, subject to certain cure periods, (d) if New Aspiration experiences a bankruptcy or insolvency event, whether voluntary or involuntary, (e) if New Aspiration fails to deliver New Aspiration Class A common stock to a holder of New Aspiration Series X Preferred Stock upon the valid exercise of the Warrant (the foregoing clauses (a) through (e), a “Major Event”), (f) if New Aspiration fails to pay any dividend that is required to be paid in cash if surplus cash is unavailable, (g) if New Aspiration is in material breach of certain other covenants under the New Aspiration Certificate of Designations, subject to certain cure periods, (h) if New Aspiration defaults on outstanding indebtedness or if outstanding indebtedness is accelerated, in each case, in excess of $50,000,000 or (i) if New Aspiration fails to pay an applicable final judgment in excess of $25,000,000 (the foregoing clauses (f) through (i), a “Medium Event,” and together with a Major Event, an “Event of Noncompliance”), or (ii) 3.0% per annum if New Aspiration is in material breach of certain other covenants under the New Aspiration Certificate of Designations that is not a Major Event or Medium Event, subject to certain cure periods (the dividend rate as increased in each of the foregoing cases, the “Noncompliance Incremental Rate”). In addition, if the Company does not have at least $200,000,000 of cash at the Closing (excluding proceeds from the issuance of New Aspiration Series X Preferred Stock), the dividend rates set forth above will increase by 5.0% per annum (exclusive of any Noncompliance Incremental Rate then in effect) and will remain in effect until, after the Closing Date, New Aspiration has $200,000,000 of cash (the dividend rate as increased by this sentence, the “de-SPAC Incremental Rate”). New Aspiration may elect to pay both the Noncompliance Incremental Rate and the de-SPAC Incremental Rate in cash or “in-kind.” | ||
Liquidation preference per share (in Dollars per share) | $ 10 | ||
Optional redemption | 33% | ||
Optional call, percentage | 8% | ||
Minimum cash balance description | Pursuant to the New Aspiration Certificate of Designations, New Aspiration will also be required to maintain a minimum cash balance of $50,000,000 at all times so long as the New Aspiration Series X Preferred Stock remains outstanding. However, if Aspiration and its subsidiaries have less than $10,000,000 in outstanding indebtedness, the required minimum cash balance is reduced to $30,000,000. | ||
Investor rights agreement, percentage | 33% | ||
Total number of shares, percentage | 6% | ||
IPO [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Proceeds from issuance initial public offering (in Dollars) | $ 9,056,250 | ||
Aspiration par value (in Dollars per share) | $ 10 | ||
Class A Common Stock [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Aggregate of shares (in Shares) | 20,000,000 | ||
Purchase price (in Dollars per share) | $ 10 | ||
Class A common stock equals or exceeds (in Dollars per share) | $ 12 | ||
Series X Preferred Stock [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Newly designated series of preferred stock (in Shares) | 27,777,777 | ||
Aspiration par value (in Dollars per share) | $ 0.000003 | ||
Aggregate purchase price (in Dollars) | $ 250,000,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of series X redemption price | 6 Months Ended |
Jun. 30, 2022 | |
Optional Call One [Member] | |
Commitments and Contingencies (Details) - Schedule of series X redemption price [Line Items] | |
Timing of Redemption | Until 30 months after the Closing Date (the “First Optional Call Date”) |
Series X Redemption Price | Make-Whole Amount (as defined below) |
Optional Call Two [Member] | |
Commitments and Contingencies (Details) - Schedule of series X redemption price [Line Items] | |
Timing of Redemption | From the First Optional Call Date until the first anniversary of the First Optional Call Date |
Series X Redemption Price | 106% of the sum of the Series X Liquidation Preference and accrued but unpaid dividends |
Optional Call Thee [Member] | |
Commitments and Contingencies (Details) - Schedule of series X redemption price [Line Items] | |
Timing of Redemption | From the first anniversary of the First Optional Call Date until 66 months following the First Optional Call Date |
Series X Redemption Price | 103% of the sum of the Series X Liquidation Preference and accrued but unpaid dividends |
Optional Call Four [Member] | |
Commitments and Contingencies (Details) - Schedule of series X redemption price [Line Items] | |
Timing of Redemption | From and after the date 66 months after the First Optional Call Date |
Series X Redemption Price | 100% of the sum of the Series X Liquidation Preference and accrued but unpaid dividends |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Private Placement Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Price per warrant | $ 0.41 | $ 1.75 |
Underwriters Warrants [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Price per warrant | $ 0.22 | $ 1.35 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets fair value on a recurring basis - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | $ 258,970,699 | $ 258,802,828 |
Level 3 [Member] | ||
Liabilities: | ||
Warrant Liability – Private Placement Warrants | 47,332 | 202,563 |
Warrant Liability – Underwriter Warrants | $ 5,058 | $ 31,102 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of binomial lattice model for initial measurement of Private Placement Warrants - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Binomial Lattice Model For Initial Measurement Of Private Placement Warrants Abstract | ||
Risk-free interest rate | 2.98% | 1.23% |
Market price of public stock (in Dollars per share) | $ 9.8 | $ 9.91 |
Dividend yield | 0% | 0% |
Implied volatility | 7.20% | 21.80% |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Private Placement [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of beginning | $ 202,563 |
Change in valuation inputs or other assumptions | (155,231) |
Fair value as of ending | 47,332 |
Underwriters Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value as of beginning | 31,102 |
Change in valuation inputs or other assumptions | (26,044) |
Fair value as of ending | $ 5,058 |