Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | VERDE CLEAN FUELS, INC. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001841425 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 127,965 | $ 505,518 |
Prepaid expenses | 6,667 | 223,144 |
Total current assets | 134,632 | 728,662 |
Deferred financing costs | 511,760 | |
Marketable securities held in trust account | 177,790,585 | 174,229,680 |
Total Assets | 178,436,977 | 174,958,342 |
Current liabilities | ||
Accounts payable and accrued expenses | 5,029,363 | 241,579 |
Promissory note - related party | 1,950,000 | |
Interest payable | 7,363 | |
Income taxes payable | 312,446 | |
Deferred tax liability | 119,186 | |
Total current liabilities | 7,418,358 | 241,579 |
Deferred underwriters’ discount | 4,312,500 | 6,037,500 |
Total Liabilities | 11,730,858 | 6,279,079 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption, 17,250,000 shares at $10.29 and $10.10 redemption value at December 31, 2022 and 2021, respectively | 177,578,871 | 174,225,000 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 3,677,250 and 189,750 issued and outstanding (excluding 17,250,000 shares subject to possible redemption) at December 31, 2022 and 2021, respectively | 368 | 19 |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 825,000 and 4,312,500 shares issued and outstanding at December 31, 2022 and 2021, respectively | 82 | 431 |
Additional paid-in capital | ||
Accumulated deficit | (10,873,202) | (5,546,187) |
Total Stockholders’ Deficit | (10,872,752) | (5,545,737) |
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit | $ 178,436,977 | $ 174,958,342 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 17,250,000 | 17,250,000 |
Common stock subject to possible redemption value (in Dollars per share) | $ 10.29 | $ 10.1 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 3,677,250 | 189,750 |
Common stock, shares outstanding | 3,677,250 | 189,750 |
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 | 825,000 | 4,312,500 |
Common stock, shares outstanding | 825,000 | 4,312,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Formation and operating costs | $ 5,715,022 | $ 456,765 |
Loss from operations | (5,715,022) | (456,765) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 2,455,873 | 4,680 |
Interest expense on promissory note - related party | (7,363) | |
Unrealized loss on fair value changes of over-allotment option liability | (22,500) | |
Total other income (expense), net | 2,448,510 | (17,820) |
Loss before provision for income taxes | (3,266,512) | (474,585) |
Provision for income taxes | (431,632) | |
Net loss | $ (3,698,144) | $ (474,585) |
Common Stock Subject to Redemption | ||
Other income (expense): | ||
Basic and diluted weighted average shares outstanding (in Shares) | 17,250,000 | 6,462,329 |
Basic and diluted net loss per (in Dollars per share) | $ (0.17) | $ (0.05) |
Non-Redeemable Common Stock | ||
Other income (expense): | ||
Basic and diluted weighted average shares outstanding (in Shares) | 4,502,250 | 4,029,134 |
Basic and diluted net loss per (in Dollars per share) | $ (0.17) | $ (0.05) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock Subject to Redemption | ||
Basic and diluted weighted average shares outstanding | 17,250,000 | 6,462,329 |
Basic and diluted net loss per | $ (0.17) | $ (0.05) |
Non-Redeemable Common Stock | ||
Basic and diluted weighted average shares outstanding | 4,502,250 | 4,029,134 |
Basic and diluted net loss per | $ (0.17) | $ (0.05) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 431 | $ 24,569 | $ (4,713) | $ 20,287 | |
Balance (in Shares) at Dec. 31, 2020 | 4,312,500 | ||||
Issuance of 189,750 representative shares to underwriters | $ 19 | 1,442,081 | 1,442,100 | ||
Issuance of 189,750 representative shares to underwriters (in Shares) | 189,750 | ||||
Excess of fair value of Anchor Shares | 6,265,215 | 6,265,215 | |||
Fair value of 12,937,500 Public Warrants net of allocated offering costs | 11,627,801 | 11,627,801 | |||
Proceeds of 6,675,000 Private Placement Warrants net of allocated offering costs | 6,366,396 | 6,366,396 | |||
Reclassification of over-allotment Liability to Equity | 180,000 | 180,000 | |||
Measurement adjustment of Class A common stock subject to possible redemption | (25,906,062) | (5,066,889) | (30,972,951) | ||
Net loss | (474,585) | (474,585) | |||
Balance at Dec. 31, 2021 | $ 19 | $ 431 | (5,546,187) | (5,545,737) | |
Balance (in Shares) at Dec. 31, 2021 | 189,750 | 4,312,500 | |||
Waived deferred underwriting fee payable | 1,725,000 | 1,725,000 | |||
Conversion of Class B shares to Class A shares | $ 349 | $ (349) | |||
Conversion of Class B shares to Class A shares (in Shares) | 3,487,500 | (3,487,500) | |||
Remeasurement adjustment of Class A common stock subject to possible redemption | (1,725,000) | (1,628,871) | (3,353,871) | ||
Net loss | (3,698,144) | (3,698,144) | |||
Balance at Dec. 31, 2022 | $ 368 | $ 82 | $ (10,873,202) | $ (10,872,752) | |
Balance (in Shares) at Dec. 31, 2022 | 3,677,250 | 825,000 | 17,172,959 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders’ Deficit (Parentheticals) - Class A - Common Stock | 12 Months Ended |
Dec. 31, 2021 shares | |
Issuance of representative shares to underwriters | 189,750 |
Public warrants net | 12,937,500 |
Private placement warrants net | 6,675,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (3,698,144) | $ (474,585) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (2,455,873) | (4,680) |
Unrealized loss on fair value changes of over-allotment option liability | 22,500 | |
Deferred tax provision | 119,186 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 216,477 | (223,144) |
Accounts payable and accrued expenses | 4,276,024 | 151,626 |
Interest payable | 7,363 | |
Income taxes payable | 312,446 | |
Net cash used in operating activities | (1,222,521) | (528,283) |
Cash flows from investing activities | ||
Principal deposited in Trust Account | (1,725,000) | (174,225,000) |
Cash withdrawn from Trust Account to pay franchise and income taxes | 619,968 | |
Net cash used in investing activities | (1,105,032) | (174,225,000) |
Cash flows from financing activities | ||
Proceeds from Initial Public Offering, net of underwriters’ fees | 169,050,000 | |
Proceeds from private placement | 6,675,000 | |
Proceeds from issuance of promissory note to related party | 225,000 | |
Repayment of promissory note to related party | (329,317) | |
Proceeds from note payable-related party | 1,950,000 | |
Payment of deferred offering costs | (373,002) | |
Net cash provided by financing activities | 1,950,000 | 175,247,681 |
Net change in cash | (377,553) | 494,398 |
Cash, beginning of the period | 505,518 | 11,120 |
Cash, end of the period | 127,965 | 505,518 |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred financing costs included in accounts payable and accrued expenses | 511,760 | |
Deferred underwriting commissions charged to additional paid in capital | (1,725,000) | 6,037,500 |
Remeasurement adjustment of Class A common stock subject to possible redemption | 3,353,871 | 30,972,951 |
Reclassification of over-allotment option from liability to equity | $ 180,000 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Business Operations [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS CENAQ Energy Corp. (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on June 24, 2020. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). On November 10, 2022, the Company filed a definitive proxy statement with the SEC in connection with the Business Combination Agreement (as defined below). The Company completed its initial Business Combination on February 15, 2023. The Company has one subsidiary, Verde Clean Fuels OpCo, LLC., a direct wholly owned subsidiary of the Company incorporated in the Delaware on July 26, 2022. As of December 31, 2022 the subsidiary had no activity. As of December 31, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from June 24, 2020 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (“IPO”), described below, and identifying a target company for a Business Combination, in particular, activities in connection with the potential transaction with Bluescape (see Note 6). The Company did not generate any operating revenues. The Company generated non -operating The Company’s sponsor is CENAQ Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on August 12, 2021 (the “Effective Date”). On August 17, 2021, the Company consummated its IPO of 15,000,000 units (the “Units”). Each Unit consists of one Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and three -quarters Certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company’s management (the “Anchor Investors”) purchased up to 1,485,000 Units in the IPO at the offering price of $10.00 per Unit, generating gross proceeds to the Company of $14,850,000 included in the gross proceeds from units offered to the public of $150,000,000. In connection with the closing of the IPO, the Sponsor sold membership interest reflecting an allocation of 75,000 founder shares, or an aggregate of 825,000 founder shares, to each anchor investor at their original purchase price of approximately $0.0058 per share. The Company estimated the aggregate fair value of these founder shares attributable to anchor investors to be $6,270,000, or $7.60 per share. The Company allocated $6,265,215, the excess of the fair value over the gross proceeds from these anchor investors, among Class A common stock, Public Warrants and Private Placement Warrants (defined below). Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 6,000,000 warrants (the “Private Placement Warrants”) to the Sponsor and the Underwriters at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,000,000. The Private Placement Warrants are identical to the Warrants sold in the IPO, except that the Sponsor and the Underwriters agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. The underwriters had a 45 -day -allotments -allotment -allotment Transaction costs of the IPO and the over -allotment Following the closing of the IPO on August 17, 2021 and over -allotment -7 -month The Company was required to complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company was also required to only complete a Business Combination if the post -transaction -transaction The Company provided its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination in connection with a stockholder meeting called to approve the Business Combination. The stockholders were be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per -share -share The shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company proceeded with a Business Combination whereby the Company has net tangible assets of at least $5,000,001 upon consummation and a majority of the issued and outstanding shares voted were voted in favor of the Business Combination. The Company had until August 17, 2022, 12 months from the closing of the IPO, to complete the initial Business Combination (the “Combination Period”). The Company had the ability to extend the Combination Period two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination); provided that the Sponsor (or its designees) were required to deposit into the trust account funds equal to one percent (1%) of the gross proceeds of the offering (including such proceeds from the exercise of the underwriters’ over -allotment -month -interest -month -month If the Company were unable to complete the initial Business Combination within the Combination Period, by February 16, 2023, the Company would have (i) ceased all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeemed the public shares, at a per -share The Sponsor, officers and directors, as well as the Anchor Investors, agreed to (i) waive their redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company were to fail to complete the initial Business Combination within the Combination Period, by February 16, 2023, and (iii) vote any Founder Shares held by them and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Anchor Investors were not required to vote any of their public shares (as opposed to their Founder Shares) in favor of the Company’s initial business combination or for or against any other matter presented for a stockholder vote. The Sponsor agreed that it would be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent auditors) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes as well as expenses relating to the administration of the Trust Account, except as 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 IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor was not be responsible to the extent of any liability for such third -party Risks and Uncertainties Management is continuing to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Going Concern As of December 31, 2022, the Company had $127,965 in its operating bank account, and a working capital deficit of $7,072,012. Until the consummation of a Business Combination, the Company used the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. In order to finance transaction costs in connection with the Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors committed to provide the Company with Working Capital Loans up to $1,500,000, as defined later (see Note 5). This commitment extended through February 16, 2023 and there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014 -15 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly -owned Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of consolidated 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 consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The most significant estimates that affected the consolidated financial statements as of December 31, 2022 are the calculations of the fair values of the over -allotment Cash and Cash Equivalents The Company considers all short -term Marketable Securities Held in Trust Account As of December 31, 2022, the Company had $177,790,585 in Marketable Securities held in the Trust Account which was invested in US Treasury bills. Upon closing of the IPO, $10.10 per Unit sold in the IPO, including the proceeds of the sale of the Private Placement Warrants, were held in a trust account (“Trust Account”) and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 Offering Costs associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340 -10-S99-1 Deferred Financing Costs Deferred financing costs consists of legal expenses incurred through the balance sheet date that are directly related to a proposed financing agreement of a Business Combination. As of December 31, 2022, there were $511,760 of deferred financing costs recorded in the accompanying consolidated balance sheets. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. At December 31, 2022 and 2021, 17,250,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. All of the 17,250,000 Class A Common Stock Redemption Value Shares of Common Stock Subject to Redemption (Temporary Redemption Value Per Share Class A common stock subject to possible redemption as December 31, 2021 174,225,000 17,250,000 $ 10.10 Plus: Remeasurement adjustment of Class A common stock subject to possible redemption 3,353,871 17,250,000 0.19 Class A common stock subject to possible redemption as of December 31, 2022 177,578,871 17,250,000 $ 10.29 The Class A common stock sold as part of the Units in the IPO is subject to ASC 480 -10-S99 -measurement -10-S99 -in The representative shares and Class B common stock are non -redeemable Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 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. Net Loss per Common Share The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 19,612,500 potential common stock for outstanding warrants to purchase the Company’s common stock were excluded from diluted earnings per share for the years ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti -dilutive For the Years Ended December 31, 2022 2021 Redeemable common stock Non-redeemable common stock Redeemable common stock Non-redeemable common stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (2,932,707 ) $ (765,437 ) $ (292,326 ) $ (182,259 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 17,250,000 4,502,250 6,462,329 4,029,134 Basic and diluted net loss per share $ (0.17 ) $ (0.17 ) $ (0.05 ) $ (0.05 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022, the Company has not experienced losses on this account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the over -allotment -term In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid expenses, and accrued expenses are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. The Company valued the over -allotment -allotment -allotment -allotment -allotment -allotment Over-allotment Option Liability The Company accounted for the over -allotment -allotment -allotment Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 -20 -40 -06 -linked In May 2021, the FASB issued ASU 2021 -04 -50 -40 -Classified -classified The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING On August 17, 2021, Company consummated its IPO of 15,000,000 Units. Each Unit consists of one Class A common stock and three -quarters five The underwriters had a 45 -day -allotments -allotments |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement Disclosure Abstract | |
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 4,500,000 warrants at a price of $1.00 per warrant, for an aggregate purchase price of $4,500,000 and the Company’s underwriters purchased an aggregate of 1,500,000 warrants at a price of $1.00 per whole warrant (for an aggregate purchase price of $1,500,000) in a private placement. On August 19, 2021, simultaneously with the closing of the over -allotments The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO. The Sponsor and the underwriters have agreed, subject to certain limited exceptions, that the Private Placement Warrants will not be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination and that they will be entitled to certain registration rights. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On December 31, 2020, the Sponsor paid $25,000, or approximately $0.006 per share, to cover certain offering costs in consideration for 4,312,500 Class B common stocks, par value $0.0001 (the “Founder Shares”). Up to 562,500 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over -allotment -allotment Additionally, upon consummation of the IPO, the Sponsor sold 75,000 Founder Shares to each of the 11 Anchor Investors that purchased at least 9.9% of the units sold in the IPO, at their original purchase price of approximately $0.0058 per share. The aggregate fair value of these founder shares attributable to anchor investors is $6,270,000, or $7.60 per share. The Company allocated $6,265,215, the excess of the fair value over the gross proceeds from these Anchor Investors, among Class A common stock, Public Warrants and Private Placement Warrants. On October 26, 2022, in accordance with the third amended and restated certificate of incorporation of the Company, the Sponsor elected to convert 3,487,500 of its shares of Class B Common Stock into shares of Class A common stock on a one -for-one The initial stockholders and the Anchor Investors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stock issuable upon conversion thereof until the earlier to occur of: (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading -up -trading -up Promissory Note — Related Party On May 31, 2022, the Sponsor agreed to loan the Company $125,000 pursuant to a promissory note (the “Promissory Note”). The Promissory Note bears an interest of 10% per annum, payable on the earlier of (i) February 17, 2023 or (ii) the closing date on which the Company consummates an initial business combination. There was $125,000 and $0 outstanding under the Promissory Note as of December 31, 2022 and 2021, respectively. Such amounts are included in Proceeds from note payable -related On November 15, 2022, the Company issued an unsecured promissory note (the “Extension Note”) in the principal amount of $1,725,000 to the Sponsor in connection with the Extension. The Extension Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which CENAQ’s initial business combination is consummated and (ii) the liquidation of the Company on or before February 16, 2023 or such later liquidation date as may be approved by the Company’s stockholders. If the Business Combination is consummated, the amount repayable under the Extension Note will be reduced by a percentage equal to the aggregate amount of cash proceeds required to satisfy any exercise by the Company’s eligible stockholders of their redemption rights provided for in the Company’s third amended and restated certificate of incorporation divided by the total amount required if all eligible holders of Class A common stock, par value $0.0001 per share, of the Company elected to exercise their redemption rights with respect to all eligible shares of Class A common stock held by such holders in accordance with Section 8.03 of the Business Combination Agreement. There was $1,725,000 and $0 outstanding under the Extension Note as of December 31, 2022 and 2021, respectively. Such amounts are included in Proceeds from note payable -related On November 15, 2022, the Company issued an unsecured promissory note (the “Sponsor Note”) allowing the Company to borrow up to $467,500 from the Sponsor. Amounts drawn under the Sponsor Note bear no interest and are due and payable upon the earlier to occur of (i) the date on which CENAQ’s initial business combination is consummated and (ii) the liquidation of the Company on or before February 16, 2023 or such later liquidation date as may be approved by the Company’s stockholders. On November 15, 2022, the Company requested and received $100,000 under the Sponsor Note. There was $100,000 and $0 outstanding under the Sponsor Note as of December 31, 2022 and 2021, respectively. Such amounts are included in Proceeds from note payable -related As further described in Note 6, in connection with the Closing, and based on the $158,797,476 of redemptions, CENAQ Sponsor was due $184,612 under the Extension Note. At closing, CENAQ Sponsor was also due $100,000 under the Sponsor Note and $125,000 under the Promissory Note. However, on February 15, 2023, in lieu of repayment of the Extension Note and repayment of the Sponsor Note and Promissory Note, CENAQ entered into a new promissory note with the Sponsor totaling $409,612 (“New Promissory Note”). The New Promissory Note, cancels and supersedes the Extension Note and the Sponsor Note. The New Promissory note is non -interest Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, on November 11, 2021 the Sponsor signed a commitment letter to provide loans of up to an aggregate of $1,500,000 to the Company (“Working Capital Loans”). This commitment extends through August 17, 2022. These loans will be non -interest |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, the Class A representative shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on the IPO closing date of the IPO, requiring the Company to use its best efforts to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back -up -trading Underwriter’s Agreement The Company granted the underwriters a 45 -day -allotments -allotments Simultaneously with the closing of the IPO and the over -allotment -allotment -allotment In connection with the execution of the Business Combination Agreement, on August 12, 2022, the Company, Intermediate and Holdings entered into a letter agreement with the underwriters, pursuant to which, the underwriters agreed to reduce their deferred underwriting fees related to the IPO from 3.5%, or $6,037,500, to 2.5%, or $4,312,500. Representative Shares Simultaneously with the closing of the IPO, the Company issued to Imperial Capital LLC and/or its designees, 165,000 -allotments Imperial Capital LLC agreed not to transfer, assign or sell any such shares of common stock until the completion of an initial business combination. In addition, Imperial Capital LLC agreed (i) to waive its redemption rights with respect to such shares of common stock in connection with the completion of our initial business combination; and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares of common stock if the Company had failed to complete an initial business combination within the Combination Period, until February 16, 2023. The representative shares may be deemed compensation by FINRA and are therefore subject to a lock -up Business Combination On August 12, 2022, the Company, Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and wholly -owned Pursuant to the Business Combination Agreement, during the period between the consummation of the business combination and the earlier of the five year anniversary from the consummation of the business combination or the date of the consummation of a sale of the post combination company (the “Earn Out Period”), OpCo may transfer up to 3,500,000 Class C common units of OpCo and a corresponding number of shares of Class C common stock, par value $0.0001 per share (“Class C common stock”), of the post combination company to Holdings within five business days after the occurrence of certain triggering events. Sponsor Letter In connection with the execution of the Business Combination Agreement, on August 12, 2022, the Sponsor entered into a letter agreement with Intermediate, Holdings and the Company, pursuant to which, among other things, the Sponsor agreed to (i) forfeit 2,475,000 of its Private Placement Warrants, (ii) comply with the lock -provisions and officers, (iii) vote all of its shares of Class A common stock and Founder Shares in favor of the adoption and approval of the Business Combination Agreement and the business combination, (iv) not redeem any of its shares of Class A common stock in connection with such stockholder approval, (v) waive its anti -dilution Underwriters Letter In connection with the execution of the Business Combination Agreement, on August 12, 2022, the Company, Intermediate and Holdings entered into a letter agreement with the underwriters, pursuant to which, among other things, (i) Imperial Capital, LLC agreed to forfeit all of its 1,423,125 Private Placement Warrants and all of its 156,543 Representative Shares, (ii) I -Bankers Subscription Agreements In connection with the execution of the Business Combination Agreement, on August 12, 2022, the Company entered into separate subscription agreements with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to purchase, and the Company agreed to sell to the PIPE Investors, an aggregate of 8,000,000 Amendment to Subscription Agreement Of the 8,000,000 On February 13, 2023, Arb Clean Fuels and CENAQ entered into an amendment to the Arb Subscription Agreement (the “Arb Amendment”), pursuant to which, among other things, (i) the Committed Amount was lowered to 1,500,000 Termination of Subscription Agreement On February 14, 2023, CENAQ and Arb Clean Fuels agreed to terminate the Arb Subscription Agreement due to the Arb Investors purchasing shares of Class A Common Stock in an amount equal to or greater than $14,250,000 (the “Arb Termination”). On February 14, 2023, CENAQ and an Original PIPE Investor who agreed to purchase 200,000 New Subscription Agreements On February 10, 2023 and February 13, 2023, CENAQ entered into separate subscription agreements (collectively, the “New Subscription Agreements”) with a number of investors (collectively, the “New PIPE Investors”), pursuant to which the New PIPE Investors have agreed to purchase, and CENAQ agreed to sell to the New PIPE Investors, an aggregate of 2,400,000 The closing of the New PIPE pursuant to the New Subscription Agreements was contingent upon, among other customary closing conditions, the concurrent consummation of the Business Combination. The combined company following the Business Combination (the “Combined Company”) received $32,000,000 in proceeds from the Original PIPE (after taking into account the Terminations) and the New PIPE. The terms of the New Subscription Agreements are substantially similar to those of the Original Subscription Agreements, including with respect to certain registration rights. Equity Participation Right Agreement In connection with CENAQ entering into a New Subscription Agreement with Cottonmouth Ventures LLC, a wholly -owned five Lock-Up Agreement In connection with the execution of the Business Combination Agreement, on August 12, 2022, Holdings entered into a Lock -Up -up Closing On January 4, 2023, the Company convened a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on the proposals set forth in the definitive proxy statement (File No. 001 -40743 There were 21,752,250 shares of common stock issued and outstanding at the close of business on November 7, 2022, the record date (the “Record Date”) for the Special Meeting. At the Special Meeting, there were 17,172,959 The stockholders (a) approved and adopted the Business Combination Agreement and Plan of Reorganization, dated as of August 12, 2022 (the “Business Combination Agreement”), among CENAQ, Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and a wholly owned subsidiary of CENAQ (“OpCo”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company (“Holdings”), Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate”), and CENAQ Sponsor LLC, pursuant to which (i) (A) CENAQ will contribute to OpCo (1) all of its assets (excluding its interests in OpCo and the aggregate amount of cash required to satisfy any exercise by CENAQ stockholders of their redemption rights (“Redemption Rights”) pursuant to CENAQ’s third amended and restated certificate of incorporation (the “Charter”)) and (2) 22,500,000 newly issued shares of Class C common stock, par value $0.0001 per share (the “Class C Common Stock”), of CENAQ (such shares, the “Holdings Class C Shares”) and (B) in exchange therefor, OpCo will issue to CENAQ a number of Class A common units of OpCo equal to the number of total shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of CENAQ issued and outstanding immediately after the closing (the “Closing”) of the transactions (the “Transactions”) contemplated by the Business Combination Agreement (taking into account the private offering of securities of Verde Clean Fuels, Inc. to certain investors in connection with the business combination (the “PIPE Financing”) and following the exercise of Redemption Rights) (such transactions, the “SPAC Contribution”) and (ii) immediately following the SPAC Contribution, (A) Holdings will contribute to OpCo 100% of the issued and outstanding limited liability company interests of Intermediate and (B) in exchange therefor, OpCo will transfer to Holdings (1) 22,500,000 Class C common units (the “Class C OpCo Units”) of OpCo and the Holdings Class C Shares (such transactions, the “Holdings Contribution” and, together with the SPAC Contribution, the “business combination”) and (b) approved the business combination and the Transactions (the “Business Combination Proposal”). The stockholders approved and adopted the fourth amended and restated certificate of incorporation (the “Proposed Fourth A&R Charter”), which will take effect upon Closing (the “Charter Proposal”). In addition to the approval of the Proposed Fourth A&R Charter, the stockholders approved six proposals, on a non -binding The proposal to increase the number of authorized shares of CENAQ’s capital stock, par value $0.0001 per share, from 221,000,000 The stockholders approved, for purposes of complying with applicable listing rules of the Nasdaq Capital Market, (a) the issuance of 22,500,000 The stockholders approved and adopted the Verde Clean Fuels, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan Proposal”). The stockholders elected Graham van’t Hoff and Duncan Palmer to serve as Class I directors until the first annual meeting of stockholders, Curtis Hébert, Jr. and Ron Hulme to serve as Class II directors until the second annual meeting of stockholders and Dail St. Claire, Martijn Dekker and Jonathan Siegler to serve as Class III directors until the third annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal”). The stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Nasdaq Proposal, the 2023 Plan Proposal or the Director Election Proposal was approved. On February 15, 2023 (the “ Closing Date • Fourth A&R Charter Class A Common Stock Class C Common Stock • Holdings Class C Shares Class A OpCo Units Closing Transactions SPAC Contribution • Class C OpCo Units OpCo Units Holdings Contribution Business Combination In addition, pursuant to the New Subscription Agreements previously noted, concurrently with the Closing, Verde Clean Fuels received $32,000,000 in proceeds from the PIPE Investors (the “ PIPE Investment Holders of 15,403,880 Class A Common Stock sold in CENAQ’s initial public offering (the “ public shares Redemption Rights Trust Account CENAQ’s payment to extend the time to consummate a business combination and interest earned, calculated as of two business days prior to the Closing, which was approximately $10.31 per share, or $158,797,476 in the aggregate. The remaining balance in the Trust Account (after giving effect to the Redemption Rights) was $19,031,516. After giving effect to the Business Combination, the redemption of public shares as described above and the consummation of the PIPE Investment, there are currently (i) 9,358,620 The Class A Common Stock and Verde Clean Fuels warrants commenced trading on the Nasdaq Capital Market (“ Nasdaq OpCo A&R LLC Agreement In connection with the Closing, Verde Clean Fuels and Holdings entered into an amended and restated limited liability company agreement of OpCo (the “ OpCo A&R LLC Agreement Tax Receivable Agreement On the Closing Date, in connection with the consummation of the Business Combination and as contemplated by the Business Combination Agreement, Verde Clean Fuels entered into a tax receivable agreement (the “ Tax Receivable Agreement TRA Holders TRA Holder A&R Registration Rights Agreement In connection with the Closing, that Registration Rights Agreement, dated August 17, 2021 (the “ IPO Registration Rights Agreement Initial Holders Reg Rights Holders A&R Registration Rights Agreement Resale Registration Statement Fourth Amended and Restated Charter Pursuant to the terms of the Business Combination Agreement, at Closing, Verde Clean Fuels filed the Fourth A&R Charter. Indemnification Agreements On the Closing Date, in connection with the consummation of the Business Combination, Verde Clean Fuels entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements require Verde Clean Fuels to indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of Verde Clean Fuels’ directors or executive officers or out of any services they provide at Verde Clean Fuels’ request to any other company or enterprise. As described in Note 5, in connection with the $1,725,000 extension deposit previously noted, on November 15, 2022, the Company issued an unsecured promissory note (the “Extension Note”) in the principal amount of $1,725,000 to the Sponsor in connection with the Extension. The Extension Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which CENAQ’s initial business combination is consummated and (ii) the liquidation of the Company on or before February 16, 2023 or such later liquidation date as may be approved by the Company’s stockholders. If the Business Combination is consummated, the amount repayable under the Extension Note will be reduced by a percentage equal to the aggregate amount of cash proceeds required to satisfy any exercise by the Company’s eligible stockholders of their redemption rights provided for in the Company’s third amended and restated certificate of incorporation divided by the total amount required if all eligible holders of Class A common stock, par value $0.0001 per share, of the Company elected to exercise their redemption rights with respect to all eligible shares of Class A common stock held by such holders in accordance with Section 8.03 of the Business Combination Agreement. On November 15, 2022, the Company issued an unsecured promissory note (the “Sponsor Note”) allowing the Company to borrow from the CENAQ Sponsor up to $467,500. On November 15, 2022, the Company requested and received $100,000 under the Sponsor Note. The Sponsor Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which CENAQ’s initial business combination is consummated and (ii) the liquidation of the Company on or before February 16, 2023 or such later liquidation date as may be approved by the Company’s stockholders. In connection with the Closing, and based on the $158,797,476 of redemptions, the Sponsor was due $184,612 under the Extension Note. At closing, the Sponsor was also due $100,000 under the Sponsor Note and $125,000 under the Promissory Note. However, on February 15, 2023, in lieu of repayment of the Extension Note and repayment of the Sponsor Note, the Company entered into a new promissory note with the Sponsor totaling $409,612 (“New Promissory Note”). The New Promissory Note, cancels and supersedes the Extension Note and the Sponsor Note. The New Promissory note is non -interest The Company also obtained additional transaction expense reductions leading up to the Closing including a reduction to the deferred underwriting fees and a reduction to legal expenses. In connection with the execution of the Business Combination Agreement, on August 12, 2022, the Company, Intermediate and Holdings entered into a letter agreement with the underwriters, pursuant to which, among other things, (i) Imperial Capital, LLC agreed to forfeit all of its 1,423,125 Private Placement Warrants and all of its 156,543 Representative Shares, (ii) I -Bankers recorded to Deferred financing costs related to the PIPE capital raise. However, the Company’s legal counsel agreed to reduce total legal expenses to $3,250,000 in connection with the Closing. The underwriter’s counsel involved in the PIPE capital raise also agreed, in connection with Closing, to reduce total legal expenses included in deferred financing costs to $325,000. The Company’s future liquidity requirements are satisfied by the net $37,329,178 of cash proceeds received on February 15, 2023 in connection with the Closing. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock -for-one Class B Common Stock -allotment -allotments Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as required by law. Unless specified in the Company’s amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the Delaware General Corporation Law (“DGCL”) or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one -for-one -linked -converted -linked -linked Warrants We may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant: • • • • If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Private Placement Warrants, as well as any warrants the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the public warrants underlying the Units being offered in the IPO. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 8 — INCOME TAX The Company’s net deferred tax assets (liability) at December 31, 2022 and 2021 are as follows: December 31, December 31, 2022 2021 Deferred tax assets (liability) Organizational costs/Startup expenses $ 195,311 $ 53,826 Accrued interest – Trust (119,186 ) — Federal Net Operating loss — 41,721 Total deferred tax assets 76,125 95,547 Valuation allowance (195,311 ) (95,547 ) Deferred tax liability, net of allowance $ (119,186 ) $ — The income tax provision for the years ended December 31, 2022 and 2021 consists of the following: December 31, December 31, 2022 2021 Federal Current $ 312,446 $ — Deferred 19,422 (94,557 ) State and Local Current — — Deferred — — Change in valuation allowance 99,764 94,557 Income tax provision $ 431,632 $ — As of December 31, 2022 and 2021, the Company had $0 and $198,672, respectively of U.S. federal operating loss carryovers available to offset future taxable income, which do not expire. In assessing the realization of the deferred tax assets (liability), management considers whether it is more likely than not that some portion of all of the deferred tax assets (liability) will not be realized. The ultimate realization of deferred tax assets (liability) is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets (liability), projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year December 31, 2022 and December 31, 2021, the valuation allowance increased by $99,764 and $95,547, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.0 % State taxes, net of federal tax benefit 0.00 % 0.0 % Permanent Book/Tax Differences — % (1.08 )% Non-deductible merger costs (31.17 )% — % Change in valuation allowance (3.05 )% (19.92 )% Income tax provision (13.22 )% — % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 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 consolidated financial statements were issued. Based upon this review, other than as previously described, the Company did not identify any other subsequent events that would have required adjustment in these consolidated financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Business Operations [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly -owned |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of consolidated 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 consolidated 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The most significant estimates that affected the consolidated financial statements as of December 31, 2022 are the calculations of the fair values of the over -allotment |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term |
Marketable Securities held in Trust Account | Marketable Securities Held in Trust Account As of December 31, 2022, the Company had $177,790,585 in Marketable Securities held in the Trust Account which was invested in US Treasury bills. Upon closing of the IPO, $10.10 per Unit sold in the IPO, including the proceeds of the sale of the Private Placement Warrants, were held in a trust account (“Trust Account”) and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340 -10-S99-1 |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs consists of legal expenses incurred through the balance sheet date that are directly related to a proposed financing agreement of a Business Combination. As of December 31, 2022, there were $511,760 of deferred financing costs recorded in the accompanying consolidated balance sheets. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. At December 31, 2022 and 2021, 17,250,000 Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets. All of the 17,250,000 Class A Common Stock Redemption Value Shares of Common Stock Subject to Redemption (Temporary Redemption Value Per Share Class A common stock subject to possible redemption as December 31, 2021 174,225,000 17,250,000 $ 10.10 Plus: Remeasurement adjustment of Class A common stock subject to possible redemption 3,353,871 17,250,000 0.19 Class A common stock subject to possible redemption as of December 31, 2022 177,578,871 17,250,000 $ 10.29 The Class A common stock sold as part of the Units in the IPO is subject to ASC 480 -10-S99 -measurement -10-S99 -in The representative shares and Class B common stock are non -redeemable |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 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. |
Net Loss per Common Share | Net Loss per Common Share The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of shares. The 19,612,500 potential common stock for outstanding warrants to purchase the Company’s common stock were excluded from diluted earnings per share for the years ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met and its inclusion would be anti -dilutive For the Years Ended December 31, 2022 2021 Redeemable common stock Non-redeemable common stock Redeemable common stock Non-redeemable common stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (2,932,707 ) $ (765,437 ) $ (292,326 ) $ (182,259 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 17,250,000 4,502,250 6,462,329 4,029,134 Basic and diluted net loss per share $ (0.17 ) $ (0.17 ) $ (0.05 ) $ (0.05 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2022, the Company has not experienced losses on this account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the over -allotment -term In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of certain of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the balance sheet. The fair values of cash, prepaid expenses, and accrued expenses are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. The Company valued the over -allotment -allotment -allotment -allotment -allotment -allotment |
Over-allotment Option Liability | Over-allotment Option Liability The Company accounted for the over -allotment -allotment -allotment |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 -20 -40 -06 -linked In May 2021, the FASB issued ASU 2021 -04 -50 -40 -Classified -classified The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Schedule of changes to Class A common stock | Class A Common Stock Redemption Value Shares of Common Stock Subject to Redemption (Temporary Redemption Value Per Share Class A common stock subject to possible redemption as December 31, 2021 174,225,000 17,250,000 $ 10.10 Plus: Remeasurement adjustment of Class A common stock subject to possible redemption 3,353,871 17,250,000 0.19 Class A common stock subject to possible redemption as of December 31, 2022 177,578,871 17,250,000 $ 10.29 |
Schedule of basic and diluted net loss per share for each class of common stock | For the Years Ended December 31, 2022 2021 Redeemable common stock Non-redeemable common stock Redeemable common stock Non-redeemable common stock Basic and diluted net loss per share: Numerator: Allocation of net loss $ (2,932,707 ) $ (765,437 ) $ (292,326 ) $ (182,259 ) Denominator: Weighted-average shares outstanding including common stock subject to redemption 17,250,000 4,502,250 6,462,329 4,029,134 Basic and diluted net loss per share $ (0.17 ) $ (0.17 ) $ (0.05 ) $ (0.05 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets (liability) | December 31, December 31, 2022 2021 Deferred tax assets (liability) Organizational costs/Startup expenses $ 195,311 $ 53,826 Accrued interest – Trust (119,186 ) — Federal Net Operating loss — 41,721 Total deferred tax assets 76,125 95,547 Valuation allowance (195,311 ) (95,547 ) Deferred tax liability, net of allowance $ (119,186 ) $ — |
Schedule of income tax provision | December 31, December 31, 2022 2021 Federal Current $ 312,446 $ — Deferred 19,422 (94,557 ) State and Local Current — — Deferred — — Change in valuation allowance 99,764 94,557 Income tax provision $ 431,632 $ — |
Schedule of reconciliation of the federal income tax rate | December 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.0 % State taxes, net of federal tax benefit 0.00 % 0.0 % Permanent Book/Tax Differences — % (1.08 )% Non-deductible merger costs (31.17 )% — % Change in valuation allowance (3.05 )% (19.92 )% Income tax provision (13.22 )% — % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 19, 2021 | Aug. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization and Business Operations (Details) [Line Items] | ||||
Warrant per share (in Dollars per share) | $ 1 | |||
Founder shares, description | The Company estimated the aggregate fair value of these founder shares attributable to anchor investors to be $6,270,000, or $7.60 per share. | |||
Aggregate of warrants (in Shares) | 19,612,500 | |||
Additional purchase units (in Shares) | 2,250,000 | |||
Underwriters exercised price per share (in Dollars per share) | $ 10 | |||
Excess of fair value of founder shares acquired by anchor investors | $ 6,265,215 | |||
Issued representative shares (in Shares) | 189,750 | |||
Fair value amount | $ 1,442,100 | |||
Net proceeds | 37,329,178 | |||
Sponsor deposited amount | $ 1,725,000 | |||
Gross proceeds percentage | 1% | |||
Fair market value, percentage | 80% | |||
Acquires outstanding voting percentage | 50% | |||
Net tangible assets | $ 5,000,001 | |||
Trust account funds percentage | 1% | |||
Sponsor deposit | $ 1,725,000 | |||
Dissolution expenses | $ 100,000 | |||
Public per shares (in Dollars per share) | $ 10.1 | |||
Excise tax | 1% | |||
Operating bank account | $ 127,965 | $ 505,518 | ||
Working capital | 7,072,012 | |||
IPO [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Initial public offering units (in Shares) | 15,000,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Generating gross proceeds | $ 150,000,000 | $ 14,850,000 | ||
Purchase units (in Shares) | 1,485,000 | |||
Offering price per unit (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 150,000,000 | |||
Founder shares (in Shares) | 75,000 | |||
Aggregate of founder shares (in Shares) | 825,000 | |||
Purchase price per share (in Dollars per share) | $ 0.0058 | |||
Transaction costs | $ 17,771,253 | |||
Underwriting discount | 3,450,000 | |||
Deferred underwriting discount | 6,037,500 | |||
Other cash offering costs | 576,438 | |||
Net proceeds | $ 174,225,000 | |||
Per unit price (in Dollars per share) | $ 10.1 | |||
Private Placement Warrants [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Warrant per share (in Dollars per share) | $ 1 | |||
Generating gross proceeds | $ 6,000,000 | |||
Aggregate of warrants (in Shares) | 225,000 | 6,000,000 | ||
Additional sale units (in Shares) | 450,000 | |||
Additional gross proceeds | $ 675,000 | |||
Over-Allotment Option [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Generating additional proceeds | 22,500,000 | |||
Additional gross proceeds | $ 22,500,000 | |||
Class A Common Stock [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Gross proceeds | $ 6,265,215 | |||
Class A Common Stock [Member] | IPO [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Warrant per share (in Dollars per share) | $ 11.5 | |||
Business Combination [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Working capital loans available | $ 1,500,000 | |||
U.S. federal [Member] | ||||
Organization and Business Operations (Details) [Line Items] | ||||
Excise tax | 1% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||
Aug. 19, 2021 | Aug. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies (Details) [Line Items] | ||||
Cash | $ 127,965 | $ 505,518 | ||
Marketable securities held in trust account | 177,790,585 | |||
Deferred financing costs | $ 511,760 | |||
Common stock shares (in Shares) | 19,612,500 | |||
Federal deposit insurance | $ 250,000 | |||
Investments held in the trust account | $ 177,790,585 | $ 174,229,680 | ||
Over-allotment liability | $ 157,500 | |||
Over-allotment option | $ 22,500 | |||
Over-allotment liability into equity | $ 180,000 | |||
IPO [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Sale of warrants (in Dollars per share) | $ 10.1 | |||
Class A Common Stock [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Possible redemption (in Shares) | 17,250,000 | 17,250,000 | ||
Redemption of public shares (in Shares) | 17,250,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of changes to Class A common stock | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Class A Common Stock Redemption Value [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Class A common stock subject to possible redemption as December 31, 2021 | $ 174,225,000 |
Remeasurement adjustment of Class A common stock subject to possible redemption | 3,353,871 |
Class A common stock subject to possible redemption as of December 31, 2022 | 177,578,871 |
Shares of Class A Common Stock Subject to Possible Redemption [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Class A common stock subject to possible redemption as December 31, 2021 | 17,250,000 |
Remeasurement adjustment of Class A common stock subject to possible redemption | 17,250,000 |
Class A common stock subject to possible redemption as of December 31, 2022 | $ 17,250,000 |
Redemption Value Per Share [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Class A common stock subject to possible redemption as December 31, 2021 (in Dollars per share) | $ / shares | $ 10.1 |
Remeasurement adjustment of Class A common stock subject to possible redemption (in Dollars per share) | $ / shares | 0.19 |
Class A common stock subject to possible redemption as of December 31, 2022 (in Dollars per share) | $ / shares | $ 10.29 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share for each class of common stock - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable Common Stock [Member] | ||
Numerator: | ||
Allocation of net loss | $ (2,932,707) | $ (292,326) |
Weighted-average shares outstanding including common stock subject to redemption | 17,250,000 | 6,462,329 |
Basic and diluted net loss per share | $ (0.17) | $ (0.05) |
Non-Redeemable Common Stock [Member] | ||
Numerator: | ||
Allocation of net loss | $ (765,437) | $ (182,259) |
Weighted-average shares outstanding including common stock subject to redemption | 4,502,250 | 4,029,134 |
Basic and diluted net loss per share | $ (0.17) | $ (0.05) |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share for each class of common stock (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable Common Stock [Member] | ||
Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share for each class of common stock (Parentheticals) [Line Items] | ||
Diluted net loss per share | $ (0.17) | $ (0.05) |
Non-Redeemable Common Stock [Member] | ||
Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per share for each class of common stock (Parentheticals) [Line Items] | ||
Diluted net loss per share | $ (0.17) | $ (0.05) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | ||
Aug. 19, 2021 | Aug. 17, 2021 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 3,200,000 | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of units issued in transaction (in Shares) | 15,000,000 | ||
Price per share | $ 10 | ||
Generating gross proceeds (in Dollars) | $ 150,000,000 | ||
Initial business combination, term | 5 years | ||
Purchase of additional units (in Shares) | 2,250,000 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Price per share | $ 10 | ||
Additional gross proceeds (in Dollars) | $ 22,500,000 | ||
Class A Common Stock [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Warrant price per share | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Aug. 19, 2021 | Dec. 31, 2022 | |
Private Placement (Details) [Line Items] | ||
Purchase an aggregate (in Dollars) | $ 1,500,000 | |
Warrant [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate shares | 4,500,000 | |
Warrant price per share (in Dollars per share) | $ 1 | |
Sponsor [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchase an aggregate (in Dollars) | $ 4,500,000 | |
Underwriters [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate shares | 1,500,000 | |
Warrant price per share (in Dollars per share) | $ 1 | |
Private Placement Warrants [Member] | ||
Private Placement (Details) [Line Items] | ||
Warrant price per share (in Dollars per share) | $ 1 | |
Additional purchase units | 225,000 | |
Sponsor [Member] | Private Placement Warrants [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate warrants | 450,000 | |
Sponsor [Member] | Over-Allotment Option [Member] | ||
Private Placement (Details) [Line Items] | ||
Gross proceeds (in Dollars) | $ 675,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 15, 2022 | Oct. 26, 2022 | Aug. 19, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2022 | Nov. 11, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Proposed public offering, description | Additionally, upon consummation of the IPO, the Sponsor sold 75,000 Founder Shares to each of the 11 Anchor Investors that purchased at least 9.9% of the units sold in the IPO, at their original purchase price of approximately $0.0058 per share. The aggregate fair value of these founder shares attributable to anchor investors is $6,270,000, or $7.60 per share. The Company allocated $6,265,215, the excess of the fair value over the gross proceeds from these Anchor Investors, among Class A common stock, Public Warrants and Private Placement Warrants. | |||||||
Conversion shares (in Shares) | 3,487,500 | |||||||
Exceeds price per share (in Dollars per share) | $ 12 | |||||||
Outstanding amount | $ 0 | |||||||
Sponsor fees | $ 1,725,000 | |||||||
Outstanding amount | $ 1,725,000 | $ 0 | ||||||
Promissory note description | On November 15, 2022, the Company issued an unsecured promissory note (the “Sponsor Note”) allowing the Company to borrow up to $467,500 from the Sponsor. Amounts drawn under the Sponsor Note bear no interest and are due and payable upon the earlier to occur of (i) the date on which CENAQ’s initial business combination is consummated and (ii) the liquidation of the Company on or before February 16, 2023 or such later liquidation date as may be approved by the Company’s stockholders. On November 15, 2022, the Company requested and received $100,000 under the Sponsor Note. There was $100,000 and $0 outstanding under the Sponsor Note as of December 31, 2022 and 2021, respectively. Such amounts are included in Proceeds from note payable-related party on the Consolidated Balance Sheets.As further described in Note 6, in connection with the Closing, and based on the $158,797,476 of redemptions, CENAQ Sponsor was due $184,612 under the Extension Note. At closing, CENAQ Sponsor was also due $100,000 under the Sponsor Note and $125,000 under the Promissory Note. However, on February 15, 2023, in lieu of repayment of the Extension Note and repayment of the Sponsor Note and Promissory Note, CENAQ entered into a new promissory note with the Sponsor totaling $409,612 (“New Promissory Note”). The New Promissory Note, cancels and supersedes the Extension Note and the Sponsor Note. The New Promissory note is non-interest bearing and the entire principal balance of the New Promissory Note is payable on or before February 15, 2024. The New Promissory Note is payable at Verde Clean Fuel’s election in cash or in Class A Common Stock at a conversion price of $10.00 per share. | |||||||
Aggregate amount | $ 1,500,000 | |||||||
Working capital loans | $ 1,500,000 | |||||||
Warrants price per share (in Dollars per share) | $ 1 | |||||||
Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Sponsor paid | $ 25,000 | |||||||
Price per share (in Dollars per share) | $ 0.006 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Subject to forfeiture shares (in Shares) | 562,500 | 562,500 | ||||||
Founder Shares [Member] | Class B Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Price per share (in Dollars per share) | $ 0.0001 | |||||||
Offering costs consideration amount (in Shares) | 4,312,500 | |||||||
Founder Shares [Member] | Class A common stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Price per share (in Dollars per share) | $ 0.0001 | |||||||
Exceeds price per share (in Dollars per share) | $ 12 | |||||||
Promissory Note [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Agreed loan amount | $ 125,000 | |||||||
Promissory note interest percentage | 10% | |||||||
Outstanding amount | $ 125,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Feb. 10, 2023 | Aug. 12, 2022 | Feb. 15, 2023 | Feb. 14, 2023 | Feb. 13, 2023 | Nov. 15, 2022 | Aug. 19, 2021 | Dec. 31, 2022 | Nov. 07, 2022 | Dec. 31, 2021 | Aug. 17, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Business combination, description | However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, on the earlier of (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 75 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) in the case of the Private Placement Warrants and the respective Class A common stock underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | ||||||||||
Business combination term | 5 years | ||||||||||
Shares issued (in Shares) | 2,475,000 | ||||||||||
Subscription Agreements description | Arb Clean Fuels Management LLC (“Arb Clean Fuels”), an entity affiliated with a member of the Sponsor, has agreed to purchase 7,000,000 shares to be sold in the PIPE Financing for an aggregate commitment of $70,000,000; provided, that, to the extent funds in the Trust Account immediately prior to the consummation of the business combination, after giving effect to the Company stockholders’ redemption rights, exceed $17,420,000, each $10.00 increment of such excess funds shall reduce Arb Clean Fuels’ commitment by $10.00 up to a maximum reduction of $20,000,000. Additionally, an entity unaffiliated with the Sponsor has agreed to purchase 200,000 shares for an aggregate commitment of $2,000,000. | ||||||||||
Original financing shares (in Shares) | 8,000,000 | ||||||||||
Clean fuels shares (in Shares) | 7,000,000 | ||||||||||
Aggregate purchase price | $ 70,000,000 | ||||||||||
Redemption rights, exceed | $ 17,420,000 | ||||||||||
Price per shares (in Dollars per share) | $ 10 | ||||||||||
Excess trust account | $ 17,420,000 | ||||||||||
Committed shares (in Shares) | 2,000,000 | ||||||||||
Committed purchase price | $ 20,000,000 | ||||||||||
Proceeds from received | $ 32,000,000 | ||||||||||
Common stock issued (in Shares) | 21,752,250 | ||||||||||
Common stock outstanding (in Shares) | 21,752,250 | ||||||||||
Shares outstanding (in Shares) | 17,172,959 | ||||||||||
Total outstanding shares percentage | 78.95% | ||||||||||
Business combination agreement description | The stockholders (a) approved and adopted the Business Combination Agreement and Plan of Reorganization, dated as of August 12, 2022 (the “Business Combination Agreement”), among CENAQ, Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and a wholly owned subsidiary of CENAQ (“OpCo”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company (“Holdings”), Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate”), and CENAQ Sponsor LLC, pursuant to which (i) (A) CENAQ will contribute to OpCo (1) all of its assets (excluding its interests in OpCo and the aggregate amount of cash required to satisfy any exercise by CENAQ stockholders of their redemption rights (“Redemption Rights”) pursuant to CENAQ’s third amended and restated certificate of incorporation (the “Charter”)) and (2) 22,500,000 newly issued shares of Class C common stock, par value $0.0001 per share (the “Class C Common Stock”), of CENAQ (such shares, the “Holdings Class C Shares”) and (B) in exchange therefor, OpCo will issue to CENAQ a number of Class A common units of OpCo equal to the number of total shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of CENAQ issued and outstanding immediately after the closing (the “Closing”) of the transactions (the “Transactions”) contemplated by the Business Combination Agreement (taking into account the private offering of securities of Verde Clean Fuels, Inc. to certain investors in connection with the business combination (the “PIPE Financing”) and following the exercise of Redemption Rights) (such transactions, the “SPAC Contribution”) and (ii) immediately following the SPAC Contribution, (A) Holdings will contribute to OpCo 100% of the issued and outstanding limited liability company interests of Intermediate and (B) in exchange therefor, OpCo will transfer to Holdings (1) 22,500,000 Class C common units (the “Class C OpCo Units”) of OpCo and the Holdings Class C Shares (such transactions, the “Holdings Contribution” and, together with the SPAC Contribution, the “business combination”) and (b) approved the business combination and the Transactions (the “Business Combination Proposal”). | ||||||||||
Stockholders shares description | The proposal to increase the number of authorized shares of CENAQ’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Class A Common Stock and 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, to 376,000,000 shares, consisting of (i) 350,000,000 shares of Class A Common Stock, (ii) 25,000,000 shares of Class C Common Stock and (iii) 1,000,000 shares of preferred stock, was approved. | ||||||||||
Restated limited liability | (a) the issuance of 22,500,000 shares of Class C Common Stock pursuant to the Business Combination Agreement, (b) the issuance of 22,500,000 shares of Class A Common Stock upon the exchange of the Class C OpCo Units, together with an equal number of shares of Class C Common Stock, for shares of Class A Common Stock pursuant to the amended and restated limited liability company agreement of OpCo and the Proposed Fourth A&R Charter and (c) the issuance and sale of 8,000,000 shares of Class A Common Stock in the PIPE Financing (the “Nasdaq Proposal”). | ||||||||||
Business combination agreement description | On February 15, 2023 (the “Closing Date”), as contemplated by the Business Combination Agreement:• CENAQ filed a Fourth Amended and Restated Certificate of Incorporation (the “Fourth A&R Charter”) with the Secretary of State of the State of Delaware, pursuant to which CENAQ changed its name to “Verde Clean Fuels, Inc.” and the number of authorized shares of Verde Clean Fuels’ capital stock, par value $0.0001 per share, was increased to 376,000,000 shares, consisting of (i) 350,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), (ii) 25,000,000 shares of Class C common stock, par value $0.0001 per share (the “Class C Common Stock”), and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share;• (A) CENAQ contributed to OpCo (i) all of its assets (excluding its interests in OpCo and the aggregate amount of cash required to satisfy any exercise by CENAQ stockholders of their Redemption Rights (as defined below)) and (ii) 22,500,000 newly issued shares of Class C Common Stock (such shares, the “Holdings Class C Shares”) and (B) in exchange therefor, OpCo issued to CENAQ a number of Class A common units of OpCo (the “Class A OpCo Units”) equal to the number of total shares of Class A Common Stock issued and outstanding immediately after the closing (the “Closing”) of the transactions (the “Transactions”) contemplated by the Business Combination Agreement (taking into account the PIPE Investment (as defined below) and following the exercise by CENAQ stockholders of their Redemption Rights) (such transactions, the “SPAC Contribution”); and• Immediately following the SPAC Contribution, (A) Holdings contributed to OpCo 100% of the issued and outstanding limited liability company interests of Intermediate and (B) in exchange therefor, OpCo transferred to Holdings (i) 22,500,000 Class C common units of OpCo (the “Class C OpCo Units” and, together with the Class A OpCo Units, the “OpCo Units”) and (ii) the Holdings Class C Shares (such transactions, the “Holdings Contribution” and, together with the SPAC Contribution, the “Business Combination”). | ||||||||||
Shares issued (in Shares) | 3,200,000 | ||||||||||
Redemption rights description | Holders of 15,403,880 Class A Common Stock sold in CENAQ’s initial public offering (the “public shares”) properly exercised their right to have their public shares redeemed (the “Redemption Rights”) for a pro rata portion of the trust account (the “Trust Account”) which holds the proceeds from CENAQ’s initial public offering, funds from CENAQ’s payment to extend the time to consummate a business combination and interest earned, calculated as of two business days prior to the Closing, which was approximately $10.31 per share, or $158,797,476 in the aggregate. The remaining balance in the Trust Account (after giving effect to the Redemption Rights) was $19,031,516. | ||||||||||
Extension deposit | $ 1,725,000 | $ 158,797,476 | |||||||||
Principal amount | 1,725,000 | 125,000 | |||||||||
Receivable amount | 1,725,000 | ||||||||||
Extension due amount | 184,612 | ||||||||||
Sponsor due amount | $ 100,000 | ||||||||||
Conversion price (in Dollars per share) | $ 10 | ||||||||||
Other additional transaction expense | The Company also obtained additional transaction expense reductions leading up to the Closing including a reduction to the deferred underwriting fees and a reduction to legal expenses. In connection with the execution of the Business Combination Agreement, on August 12, 2022, the Company, Intermediate and Holdings entered into a letter agreement with the underwriters, pursuant to which, among other things, (i) Imperial Capital, LLC agreed to forfeit all of its 1,423,125 Private Placement Warrants and all of its 156,543 Representative Shares, (ii) I-Bankers Securities, Inc. agreed to forfeit all of its 301,875 Private Placement Warrants and all of its 33,207 Representative Shares and (iii) the underwriters agreed to reduce their deferred underwriting fees related to the IPO from $6,037,500 to $4,312,500. As part of the Closing, the underwriters agreed to further reduce their deferred underwriting fees related to the IPO from $4,312,500 to $1,700,000. Additionally, as of December 31, 2022, the Company had $4,110,755 of accrued legal expenses related to the Closing (included in Accounts payable and accrued expenses) and $511,760 of legal expenses recorded to Deferred financing costs related to the PIPE capital raise. However, the Company’s legal counsel agreed to reduce total legal expenses to $3,250,000 in connection with the Closing. The underwriter’s counsel involved in the PIPE capital raise also agreed, in connection with Closing, to reduce total legal expenses included in deferred financing costs to $325,000. | ||||||||||
Sponsor [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Principal amount | 467,500 | ||||||||||
Receivable amount | $ 100,000 | ||||||||||
Maximum [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Deferred underwriting discount | 3.50% | ||||||||||
Deferred underwriting discount amount | $ 6,037,500 | ||||||||||
Minimum [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Deferred underwriting discount | 2.50% | ||||||||||
Deferred underwriting discount amount | $ 4,312,500 | ||||||||||
Initial Public Offering [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Purchase additional units (in Shares) | 2,250,000 | ||||||||||
Cash underwriting discount | 2% | ||||||||||
Underwriter fees | $ 3,450,000 | ||||||||||
Deferred underwriting discount | 3.50% | ||||||||||
Purchase price per share (in Dollars per share) | $ 0.0058 | ||||||||||
Shares issued (in Shares) | 15,000,000 | ||||||||||
Class A common stock [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Business combination, description | Simultaneously with the closing of the IPO, the Company issued to Imperial Capital LLC and/or its designees, 165,000 shares of Class A common stock (the “Representative Shares”). On August 19, 2021, the over-allotments were exercised in full and the Company issued additional 24,750 Representative Shares to Imperial Capital LLC and/or its designees. The aggregate fair value of the Representative shares was $1,442,100, or $7.60 per share and recorded as offering costs, which was treated as transaction cost of offering. | ||||||||||
Common stock issued (in Shares) | 3,677,250 | 189,750 | |||||||||
Common stock outstanding (in Shares) | 3,677,250 | 189,750 | |||||||||
Common stock, per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Class C Common Stock [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Transfer units (in Shares) | 3,500,000 | ||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||||
Subsequent Event [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Aggregate shares (in Shares) | 387,973 | ||||||||||
Subscription agreements, description | (i) the Committed Amount was lowered to 1,500,000 shares for an aggregate purchase price of $15,000,000 and the Reduction Option was removed, (ii) certain investors associated with Arb Clean Fuels (the “Arb Investors”) agreed to purchase shares at the per share redemption price of approximately $10.31 per share (the “Per Share Redemption Price”) in an aggregate amount equal to or greater than $14,250,000 from CENAQ’s redeeming stockholders and (iii) if the Arb Investors purchased shares in an amount equal to or greater than $14,250,000, CENAQ will terminate the Arb Subscription Agreement on or prior to the Closing. | ||||||||||
Equal amount | $ 14,250,000 | ||||||||||
Agreed to purchase shares (in Shares) | 200,000 | ||||||||||
Aggregate purchase price | $ 2,000,000 | ||||||||||
Aggregate amount | $ 4,000,000 | ||||||||||
Proceeds from received | $ 32,000,000 | ||||||||||
Granted term | 5 years | ||||||||||
Sponsor new promissory note | $ 409,612 | ||||||||||
Cash proceeds | $ 37,329,178 | ||||||||||
Subsequent Event [Member] | Class A common stock [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Aggregate shares (in Shares) | 2,400,000 | ||||||||||
Aggregate purchase price | $ 24,000,000 | ||||||||||
Purchase price per share (in Dollars per share) | $ 10 | ||||||||||
Equity Participation Right Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Ownership percentage | 65% | ||||||||||
Equity Participation Right Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Ownership percentage | 50% | ||||||||||
Underwriters Letter [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Underwriters Letter description | In connection with the execution of the Business Combination Agreement, on August 12, 2022, the Company, Intermediate and Holdings entered into a letter agreement with the underwriters, pursuant to which, among other things, (i) Imperial Capital, LLC agreed to forfeit all of its 1,423,125 Private Placement Warrants and all of its 156,543 Representative Shares, (ii) I-Bankers Securities, Inc. agreed to forfeit all of its 301,875 Private Placement Warrants and all of its 33,207 Representative Shares and (iii) the underwriters agreed to reduce their deferred underwriting fees related to the IPO from $6,037,500 to $4,312,500. | ||||||||||
Subscription Agreements [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Aggregate shares (in Shares) | 8,000,000 | ||||||||||
Purchase price (in Dollars per share) | $ 10 | ||||||||||
Aggregate purchase cost | $ 80,000,000 | ||||||||||
Agreements shares (in Shares) | 80,000,000 | ||||||||||
Purchased shares (in Shares) | 800,000 | ||||||||||
Subscription Agreements [Member] | PIPE [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Aggregate shares (in Shares) | 8,000,000 | ||||||||||
A&R LLC Agreement [Member] | Class A common stock [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Stock issued (in Shares) | 1 | ||||||||||
Tax Receivable Agreement [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Net interest percentage | 85% | ||||||||||
Net cash saving percentage | 15% | ||||||||||
PIPE Investment [Member] | Class A common stock [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Common stock issued (in Shares) | 9,358,620 | ||||||||||
Common stock outstanding (in Shares) | 9,358,620 | ||||||||||
PIPE Investment [Member] | Class C Common Stock [Member] | |||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||
Common stock issued (in Shares) | 22,500,000 | ||||||||||
Common stock outstanding (in Shares) | 22,500,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||||
Oct. 26, 2022 | Aug. 19, 2021 | Dec. 31, 2022 | Nov. 15, 2022 | Nov. 07, 2022 | Dec. 31, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | ||||||
Preferred stock authorized shares | 1,000,000 | 1,000,000 | ||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares, Issued | 21,752,250 | |||||
Common stock shares outstanding | 21,752,250 | |||||
Founder shares | 562,500 | |||||
Percentage of conversion shares | 20% | |||||
Warrants currently outstanding | 19,612,500 | |||||
Public warrants | 12,937,500 | |||||
Private placement warrants | 6,675,000 | |||||
Warrant description | We may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:• at any time after the warrants become exercisable;• upon not less than 30 days’ prior written notice of redemption to each warrant holder;• if, and only if, the reported last sale price of the shares of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and• if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. | |||||
Over-Allotment Option [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Outstanding percentage | 20% | |||||
Class A Common Stock [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Common stock authorized shares | 200,000,000 | 200,000,000 | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Shares converted | 3,487,500 | |||||
Common Stock, Shares, Issued | 3,677,250 | 189,750 | ||||
Common stock shares outstanding | 3,677,250 | 189,750 | ||||
Common stock subject to redemption | 17,250,000 | |||||
Share price (in Dollars per share) | $ 11.5 | |||||
Class B Common Stock [Member] | ||||||
Stockholders’ Deficit (Details) [Line Items] | ||||||
Common stock authorized shares | 20,000,000 | 20,000,000 | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares, Issued | 825,000 | 4,312,500 | ||||
Common stock shares outstanding | 825,000 | 4,312,500 | ||||
Vote for each share | one | |||||
Common stock issued | 4,312,500 | |||||
Subject to forfeited shares | 562,500 |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Federal operating loss carryovers | $ 0 | $ 198,672 |
Valuation allowance | $ 99,764 | $ 95,547 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets liability - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets (liability) | ||
Organizational costs/Startup expenses | $ 195,311 | $ 53,826 |
Accrued interest - Trust | (119,186) | |
Federal Net Operating loss | 41,721 | |
Total deferred tax assets | 76,125 | 95,547 |
Valuation allowance | (195,311) | (95,547) |
Deferred tax liability, net of allowance | $ (119,186) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of income tax provision [Abstract] | ||
Current | $ 312,446 | |
Deferred | 19,422 | (94,557) |
Current | ||
Deferred | ||
Change in valuation allowance | 99,764 | 94,557 |
Income tax provision | $ 431,632 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of reconciliation of the federal income tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of reconciliation of the federal income tax rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 0% | 0% |
Permanent Book/Tax Differences | (1.08%) | |
Non-deductible merger costs | (31.17%) | |
Change in valuation allowance | (3.05%) | (19.92%) |
Income tax provision | (13.22%) |