Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | FORUM MERGER IV CORPORATION | ||
Trading Symbol | FMIV | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 330,603,571.43 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001842916 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-40230 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1556509 | ||
Entity Address, Address Line One | 1615 South Congress Avenue | ||
Entity Address, Address Line Two | Suite 103 | ||
Entity Address, City or Town | Delray Beach | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33445 | ||
City Area Code | (212) | ||
Local Phone Number | 739-7860 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York, New York | ||
Auditor Firm ID | 100 | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 7,363,329 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 8,400,377 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash | $ 53,947 | $ 1,524,181 |
Prepaid expenses | 87,813 | 459,063 |
Total current assets | 141,760 | 1,983,244 |
Marketable securities held in Trust Account | 340,048,153 | 336,041,292 |
TOTAL ASSETS | 340,189,913 | 338,024,536 |
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | ||
Accrued expenses | 1,997,888 | 1,067,173 |
Income tax payable | 426,485 | |
Due to Sponsor | 34 | 34 |
Total current liabilities | 2,424,407 | 1,067,207 |
Warrant liabilities | 259,526 | 7,093,726 |
Deferred underwriting fee payable | 11,760,528 | 11,760,528 |
TOTAL LIABILITIES | 14,444,461 | 19,921,461 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, 33,601,509 shares at $10.11 and $10.00, per share redemption value at December 31, 2022 and 2021, respectively | 339,547,921 | 336,015,090 |
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; 100,000,000 shares authorized; 1,002,030 issued and outstanding (excluding 33,601,509 shares subject to possible redemption) at December 31, 2022 and 2021 | 100 | 100 |
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 8,400,377 shares issued and outstanding at December 31, 2022 and 2021 | 840 | 840 |
Additional paid-in capital | ||
Accumulated deficit | (13,803,409) | (17,912,955) |
TOTAL STOCKHOLDERS’ DEFICIT | (13,802,469) | (17,912,015) |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | $ 340,189,913 | $ 338,024,536 |
Balance Sheets (Parentheticals)
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 | 33,601,509 | 33,601,509 |
Common stock, per share redemption value (in Dollars per share) | $ 10.11 | $ 10 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,002,030 | 1,002,030 |
Common stock, shares outstanding | 1,002,030 | 1,002,030 |
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 8,400,377 | 8,400,377 |
Common stock, shares outstanding | 8,400,377 | 8,400,377 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
General and administrative expenses | $ 3,059,119 | $ 1,891,019 |
Loss from operations | (3,059,119) | (1,891,019) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 5,066,781 | 26,202 |
Transaction costs allocable to the Warrants | (399,286) | |
Change in fair value of warrant liabilities | 6,834,200 | 173,018 |
Total other income (expense), net | 11,900,981 | (200,066) |
Income (loss) before provision for income taxes | 8,841,862 | (2,091,085) |
Provision for income taxes | (1,199,485) | |
Net income (loss) | $ 7,642,377 | $ (2,091,085) |
Class A Common Stock | ||
Other income (expense): | ||
Weighted average shares outstanding (in Shares) | 34,603,539 | 28,078,300 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.18 | $ (0.06) |
Class B Common Stock | ||
Other income (expense): | ||
Weighted average shares outstanding (in Shares) | 8,400,377 | 8,230,592 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.18 | $ (0.06) |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock | ||
Weighted average shares outstanding | 34,603,539 | 28,078,300 |
Basic and diluted net income (loss) per share | $ 0.20 | $ (0.06) |
Class B Common Stock | ||
Weighted average shares outstanding | 8,400,377 | 8,230,592 |
Basic and diluted net income (loss) per share | $ 0.20 | $ (0.06) |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in.Capital | Accumulated Deficit | Total |
Balance at Jan. 14, 2021 | |||||
Balance (in Shares) at Jan. 14, 2021 | |||||
Issuance of Class B common stock to Sponsor | $ 863 | 24,137 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 8,625,000 | ||||
Sale of Private Placement Units, net of private placement warrant liability | $ 100 | 9,809,773 | 9,809,873 | ||
Sale of Private Placement Units, net of private placement warrant liability (in Shares) | 1,002,030 | ||||
Forfeiture of Founder Shares | $ (23) | 23 | |||
Forfeiture of Founder Shares (in Shares) | (224,623) | ||||
Accretion for Class A common stock to redemption value | (9,833,933) | (15,821,870) | (25,655,803) | ||
Net income (loss) | (2,091,085) | (2,091,085) | |||
Balance at Dec. 31, 2021 | $ 100 | $ 840 | (17,912,955) | (17,912,015) | |
Balance (in Shares) at Dec. 31, 2021 | 1,002,030 | 8,400,377 | |||
Accretion for Class A common stock to redemption value | (3,532,831) | (3,532,831) | |||
Net income (loss) | 7,642,377 | 7,642,377 | |||
Balance at Dec. 31, 2022 | $ 100 | $ 840 | $ (13,803,409) | $ (13,802,469) | |
Balance (in Shares) at Dec. 31, 2022 | 1,002,030 | 8,400,377 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders’ Deficit (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of Private Placement Units | 1,002,030 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 7,642,377 | $ (2,091,085) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | (6,834,200) | (173,018) |
Transaction costs allocable to Warrants | 399,286 | |
Interest earned on marketable securities held in Trust Account | (5,066,781) | (26,202) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 371,250 | (459,063) |
Accrued expenses | 930,715 | 1,067,173 |
Income tax payable | 426,485 | |
Due to Sponsor | 675,038 | |
Repayment of due to Sponsor | (675,004) | |
Net cash used in operating activities | (2,530,154) | (1,282,875) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (336,015,090) | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 1,059,920 | |
Net cash provided by (used in) investing activities | 1,059,920 | (336,015,090) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 329,294,790 | |
Proceeds from sale of Private Placement Units | 10,020,300 | |
Proceeds from Promissory Note – related party | 110,000 | |
Repayment of Promissory Note – related party | (110,000) | |
Payment of offering costs | (517,944) | |
Net cash provided by financing activities | 338,822,146 | |
Net Change in Cash | (1,470,234) | 1,524,181 |
Cash – Beginning of period | 1,524,181 | |
Cash – End of period | 53,947 | 1,524,181 |
Non-Cash investing and financing activities: | ||
Deferred underwriting fee payable | 11,760,528 | |
Forfeiture of founder shares | $ (23) |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Forum Merger IV Corporation (the “Company”) was incorporated in Delaware on January 15, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 22, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of an aggregate of 930,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to Forum Investors IV LLC (780,000 Private Placement Units), a Delaware limited liability company (the “Sponsor”), and the underwriters of the Initial Public Offering (150,000 Private Placement Units), generating gross proceeds of $9,300,000, which is described in Note 4. Following the closing of the Initial Public Offering on March 22, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in the Trust Account (the “Trust Account”) located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. On March 30, 2021, in connection with the underwriters’ partial exercise of their over-allotment option, the Company consummated the sale of an additional 3,601,509 Units at a price of $10.00 per Unit and the sale of an additional 72,301 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $36,738,100. In connection with the underwriters’ partial exercise of the over-allotment option on March 30, 2021, the Sponsor purchased an additional 54,022 Private Placement Units and Jefferies LLC purchased an additional 18,008 Private Placement Units. A total of $36,015,090 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $336,015,090. Transaction costs amounted to $18,998,772, consisting of $6,720,300 of underwriting fees, $11,760,528 of deferred underwriting fees and $517,944 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with its initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations described below. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. Our Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) provides that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial Business Combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any shares in connection with such initial Business Combination, and all shares of Class A common stock submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of the Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. Our Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any Founder Shares (as defined below), Private Placement Shares (as defined below) and Public Shares held by them in connection with the completion of the Company’s initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares, Private Placement Shares and Public Shares held by them in connection with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our Public Shares if the Company does not complete its initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares held by them if the Company fails to complete our initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period. If the Company is unable to complete a Business Combination by April 22, 2023, or such later date as determined by the Company’s board of directors, if applicable (the “Combination Period”) (See Note 11 – Subsequent Events), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. Our Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period. However, if the Company’s initial stockholders or management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete its initial Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 8) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2022, the Company had $53,947 in its operating bank account, $340,048,153 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and a working capital deficit of $1,782,415, which excludes franchise and income taxes payable as such amounts can be paid from the interest earned in the Trust Account. As of December 31, 2022, $4,033,063 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using 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 connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until April 22, 2023, or such later date through November 22, 2023 as determined by the Company’s board of directors, if applicable, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of these financial statements. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after April 22, 2023 through November 22, 2023, or such later date as determined by the Company’s board of directors, if applicable. The Company intends to complete a Business Combination before the mandatory liquidation date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounted to $18,998,772, of which $18,599,486 were charged to temporary equity upon the completion of the Initial Public Offering and $399,286 were expensed to the statements of operations. 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 Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s public Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. On December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 336,015,090 Less: Proceeds allocated to Public Warrants (7,056,317 ) Class A common stock issuance costs (18,599,486 ) Plus: Accretion of carrying value to redemption value 25,655,803 Class A common stock subject to possible redemption, December 31, 2021 $ 336,015,090 Plus: Accretion of carrying value to redemption value 3,532,831 Class A common stock subject to possible redemption, December 31, 2022 $ 339,547,921 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants (as defined below) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants (as defined below) and the Public Warrants (as defined below) for periods where no observable traded price was available were valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB 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 Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 8,650,884 shares of Class A common stock in the aggregate. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then shared in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended For the Period from 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss) $ 6,149,519 $ 1,492,861 $ (1,617,073 ) $ (474,012 ) Denominator: Basic and diluted weighted average shares outstanding 34,603,539 8,400,377 28,078,300 8,230,592 Basic and diluted net income (loss) per common share $ 0.18 $ 0.18 $ (0.06 ) $ (0.06 ) Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. Investments Held in Trust Account As of December 31, 2022, substantially all of assets held in the Trust Account were held in U.S Treasury Bills. As of December 31, 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. During the year ended December 31, 2022, the Company had withdrawn $1,059,920 of interest income from the Trust Account to pay its taxes. Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, other than warrant liabilities (see Note 10). Recent Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. We expect to adopt the provisions of this guidance on January 1, 2023. The adoption is not expected to have a material impact on our financial statements. Besides the above, our management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 33,601,509 Units, inclusive of 3,601,509 Units sold to the underwriters upon the underwriters’ election to partially exercise their over-allotment option, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 10). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Jefferies LLC purchased an aggregate of 930,000 Private Placement Units at a price of $10.00 per Private Placement Unit, for an aggregate purchase price of $9,300,000. The Sponsor purchased 780,000 Private Placement Units and Jefferies LLC purchased 150,000 Private Placement Units. In connection with the underwriters’ partial exercise of the over-allotment option on March 30, 2021, the Sponsor purchased an additional 54,022 Private Placement Units and Jefferies LLC purchased an additional 18,008 Private Placement Units. Each Private Placement Unit consists of one share of Class A common stock (“Private Placement Share”) and one-fourth of one warrant (each, a “Private Placement Warrant”, and collectively with the Public Warrants, the “Warrants”). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. The proceeds from the sale of the Private Placement Units were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will expire worthless. |
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 January 15, 2021, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock (the “Founder Shares”) for an aggregate price of $25,000. The Founder Shares included an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Shares). As a result of the underwriters’ election to partially exercise their over-allotment option on March 30, 2021, a total of 224,623 Founder Shares were forfeited and 900,377 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 8,400,377 Founder Shares issued and outstanding. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Support Agreement The Company entered into an agreement, commencing on March 17, 2021, to pay an affiliate of the Sponsor a total of $30,000 per month for 24 months, or $720,000 in the aggregate, for office space, utilities and secretarial and administrative support (which payments will be accelerated if the Company consummates its initial Business Combination prior to the end of its 24-month term, or $720,000 in the aggregate). For the year ended December 31, 2022, the Company incurred $360,000 and paid $330,000 in fees for these services, of which $30,000 is included in accrued expenses in the accompanying balance sheet. For the period from January 15, 2021 (inception) through December 31, 2021, the Company incurred $278,000 and paid $308,000 in fees for these services, of which $30,000 is included in prepaid expenses in the accompanying balance sheet. Related Party Loans On January 28, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $110,000 was repaid at the closing of the Initial Public Offering on March 22, 2021. Borrowings under the Promissory Note are no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,200,000 of such Working Capital Loans may be convertible into Units of the post Business Combination entity at a price of $10.00 per Unit. The Units would be identical to the Private Placement Units. As of December 31, 2022 and 2021, no Working Capital Loans were outstanding. Due to Sponsor The Sponsor advanced $675,038 to the Company in anticipation of the amount to be paid for the purchase of additional Private Placement Units in the event the underwriters’ exercise their over-allotment option. The advance is non-interest bearing and due on demand. As of December 31, 2022 and 2021, an aggregate of $34 remains outstanding. Indemnification Advances During the year ended December 31, 2022, the Company incurred and paid $857,000 of legal expenses related to advances made pursuant to indemnity agreements on behalf of the Company’s Co-Chief Executive Officers. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS Risks and Uncertainties 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 financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. Registration Rights Pursuant to a registration rights agreement entered into on March 17, 2021, the holders of the Founder Shares (including any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Units, Private Placement Shares, Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants), and securities that may be issued upon conversion of Working Capital Loans are entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities for sale under the Securities Act. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years after the effective date of the registration statement related to the Initial Public Offering and may not exercise their demand rights on more than one occasion. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On March 30, 2021, the underwriters elected to partially exercise their over-allotment option to purchase an additional 3,601,509 Units and forfeited their option to purchase an additional 898,491 Units. The underwriters are entitled to a deferred fee of $0.35 per Unit, or $11,760,528 in the aggregate. The deferred fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ Deficit [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock — Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the consummation of a Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders and excluding the shares of Class A common stock underlying the Private Placement Units), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination or any private placement-equivalent Units issued to the Sponsor, its affiliates or certain of the Company’s officers and directors upon conversion of Working Capital Loans made to the Company, provided that such conversion of the shares of Class B common stock will never occur on a less than one-for-one basis. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
WARRANTS | NOTE 8. WARRANTS As of December 31, 2022 and 2021, there were 8,400,377 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the issuance of the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described below) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A common stock for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of December 31, 2022 and 2021, there were 250,507 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, and will be entitled to certain registration rights (see Note 8). Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees (except for a number of shares of Class A common stock as described above under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00.” If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets (liabilities) at December 31, 2022 and 2021 are as follows: December 31, December 31, 2022 2021 Deferred tax asset Net operating loss carryforward $ — $ 33,765 Organizational costs/Startup expenses 1,163,287 438,873 Total deferred tax asset 1,163,287 472,638 Valuation allowance (1,163,287 ) (472,638 ) Deferred tax asset, net of valuation allowance $ — $ — The income tax provision consists of the following: December 31, For the 2022 2021 Federal Current $ 994,048 $ — Deferred (572,439 ) (391,612 ) State Current 205,437 — Deferred (118,211 ) (81,026 ) Change in valuation allowance 690,650 472,638 Income tax provision $ 1,199,485 $ — As of December 31, 2022 and 2021, the Company has $0 and $133,220, respectively, of U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets 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 liabilities, 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 ended December 31, 2022 and for the period from January 15, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $690,650 and $472,638, 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, For the 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 1.3 % 4.3 % Change in fair value of warrants (16.2 )% 2.1 % Transaction costs allocated to warrants 0.0 % (4.8 )% Change in valuation allowance 7.8 % (22.6 )% Income tax provision 13.9 % 0.0 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction costs associated with warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2022 and 2021 remain open and subject to examination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company holds a portion of its assets in the Trust Account in U.S. Treasury securities and a portion in money market funds which are primarily invested in U.S. Treasury securities. At December 31, 2022, assets held in the Trust Account were comprised of $350 in cash, $339,676,781 in U.S. Treasury securities, and $371,022 in money market funds. U.S. Treasury Bills are held to maturity debt securities and are accordingly carried at amortized cost. At December 31 2022, the Company had withdrawn $1,059,920 of interest income from the Trust Account to pay its taxes. At December 31, 2021, assets held in the Trust Account were comprised of $98 in cash and $336,041,292 money market funds that primarily invested in U.S. Treasury securities at fair market value. During the year ended December 31, 2021, the Company had no withdrawals of income from the trust account. The following tables present information about the Company’s assets that are measured on a recurring basis on December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Date Held-To-Maturity Level Amortized Cost Gross Fair Value December 31, 2022 U.S. Treasury Securities (Matures on 01/31/23) 1 $ 339,676,781 $ 104,298 $ 339,781,079 Description Level December 31, December 31, Investments and Cash held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 371,022 $ 336,041,292 The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis on December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description Level December 31, Liabilities: Warrant Liability – Public Warrants 2 $ 252,011 Warrant Liability – Private Placement Warrants 2 $ 7,515 Description Level December 31, Liabilities: Warrant Liability – Public Warrants 1 $ 6,888,309 Warrant Liability – Private Placement Warrants 2 $ 205,417 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. As of March 22, 2021, the warrants were valued using a Monte Carlo simulation, which is considered to be a Level 3 fair value measurement. The Monte Carlo simulation’s primary unobservable input utilized in determining the fair value of the warrants is the expected volatility of the common stock. The expected volatility as of March 22, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote in an active market under the ticker FMIVW. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price was used as the fair value of the Warrants as of each relevant date. The subsequent measurements of the Private Placement Warrants after the detachment of the Public Warrants from the Units are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Initial measurement on March 22, 2021 (inclusive of the over-allotment) $ 210,427 $ 7,056,317 $ 7,266,744 Change in fair value 111,476 3,738,167 3,849,643 Transfer to Level 1-June 30, 2021 — (10,794,484 ) (10,794,484 ) Transfer to Level 2-June 30, 2021 (321,903 ) — (321,903 ) Fair value as of December 31, 2021 $ — $ — $ — Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the public warrants transferred from a Level 3 measurement to a Level 1 fair value measurement during the period ended December 31, 2021 was $10,794,484. The estimated fair value of the public warrants transferred from a Level 1 measurement to a Level 2 fair value measurement during the period ended December 31, 2022 was $252,011. The estimated fair value of the private placement warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the period ended December 31, 2021 was $321,903. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. During February 2023, the Company received $857,000 as a capital contribution from the Company’s Co-Chief Executive Officers. On February 14, 2023, the Company entered into a letter of intent with a target (the “LOI Target”) that is non-binding with respect to all its material terms, except with respect to provisions regarding a limited period of exclusivity. We are currently in discussions with the LOI Target to extend the limited period of exclusivity in the letter of intent. The LOI Target is a profitable and growing company in the online gaming industry, providing its customers with an expansive portfolio of digital gaming products and services. Subject to completion of its related audit, for the calendar year ended December 31, 2022, the LOI Target expects adjusted revenue in excess of $300 million and expects adjusted EBITDA margins of approximately 30%. On March 8, 2023, the Company filed with the Secretary of State of the State of Delaware an amendment to the Company’s amended and restated certificate of incorporation. The Company’s stockholders approved the amendment at a special meeting of stockholders of the Company on March 7, 2023 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on and approved the following proposals: (a) to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from March 22, 2023 to April 22, 2023 or such earlier date as determined by the Company’s board of directors, and such later date, the “Extended Date”, and to allow the Company, without another stockholder vote, to elect to extend the completion window to consummate a business combination on a monthly basis up to seven times by an additional one month each time after the Extended Date, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable completion window, until November 22, 2023 or a total of up to eight months after the Current Outside Date, unless the closing of a business combination shall have occurred prior thereto; (“Extension Proposal”) (b) to elect Neil Goldberg, Richard Katzman and Steven Berns to serve as Class I directors on the Board until the 2024 annual meeting of stockholders or until his successor is elected and qualified. (c) to amend the charter to provide holders of Class B common stock, par value $0.0001 per share of the Company the right to convert any and all their Class B Common Stock into Class A common stock, par value $0.0001 per share of the Company on a one-for-one basis prior to the closing of a business combination at the election of the holder (d) to amend the charter to delete the limitation that the Company shall not redeem public shares that would cause the Company’s net tangible assets to be less than $5,000,001 following such redemptions. In conjunction with the proposals approved at the Special Meeting on March 8, 2023, 81.07% of the Company’s public shares were redeemed. As a result, approximately $64,602,773 remains in the trust account. As a part of our Extension Proposal above, the Company agreed to deposit from the working capital account into the trust account, for each such Additional Charter Extension Date, the lesser of (a) $175,000 or (b) $0.05 for each public share then outstanding, which the Company agreed to deposit into the trust account at the beginning of each month , for an aggregate deposit of up to the lesser of (a) $1,225,000 or (b) $0.05 for each public share then outstanding (if all additional extensions are exercised). In the event the working capital account has been depleted, the Sponsor, or one or more of its affiliates, members of third party designees agreed to lend the Company Monthly Deposit in the form of a non-interest bearing, unsecured promissory note, which the Company agreed to deposit into the trust account. If the Company completes a business combination and have borrowed money from the Lender under the Note, the Company will, at the option of the Lender, repay the amounts loaned under the Note or convert a portion or all of the amounts loaned under such Note into units of the post-business combination entity at a price of $10.00 per unit at the option of the Lender, which units will be identical to the private placement units. Additionally, if the Company does not complete a business combination by the Extended Date, and a Note has been issued by the Lender, such Note will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting, underwriting fees and other that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the Class A common stock issued were charged to temporary equity upon the completion of the Initial Public Offering. Offering costs amounted to $18,998,772, of which $18,599,486 were charged to temporary equity upon the completion of the Initial Public Offering and $399,286 were expensed to the statements of operations. |
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 Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s public Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. On December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 336,015,090 Less: Proceeds allocated to Public Warrants (7,056,317 ) Class A common stock issuance costs (18,599,486 ) Plus: Accretion of carrying value to redemption value 25,655,803 Class A common stock subject to possible redemption, December 31, 2021 $ 336,015,090 Plus: Accretion of carrying value to redemption value 3,532,831 Class A common stock subject to possible redemption, December 31, 2022 $ 339,547,921 |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants (as defined below) in accordance with the guidance contained in ASC 815-40 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The Private Placement Warrants (as defined below) and the Public Warrants (as defined below) for periods where no observable traded price was available were valued using a Monte Carlo simulation. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB 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 Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 8,650,884 shares of Class A common stock in the aggregate. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then shared in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Year Ended For the Period from 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss) $ 6,149,519 $ 1,492,861 $ (1,617,073 ) $ (474,012 ) Denominator: Basic and diluted weighted average shares outstanding 34,603,539 8,400,377 28,078,300 8,230,592 Basic and diluted net income (loss) per common share $ 0.18 $ 0.18 $ (0.06 ) $ (0.06 ) |
Concentration of Credit Risk | Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2022, substantially all of assets held in the Trust Account were held in U.S Treasury Bills. As of December 31, 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. During the year ended December 31, 2022, the Company had withdrawn $1,059,920 of interest income from the Trust Account to pay its taxes. |
Fair Value of Financial Instruments | Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, other than warrant liabilities (see Note 10). |
Recent Accounting Standards | Recent Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 also requires additional disclosures regarding significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. We expect to adopt the provisions of this guidance on January 1, 2023. The adoption is not expected to have a material impact on our financial statements. Besides the above, our management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of class A common stock reflected in condensed balance sheets is reconciled | Gross proceeds $ 336,015,090 Less: Proceeds allocated to Public Warrants (7,056,317 ) Class A common stock issuance costs (18,599,486 ) Plus: Accretion of carrying value to redemption value 25,655,803 Class A common stock subject to possible redemption, December 31, 2021 $ 336,015,090 Plus: Accretion of carrying value to redemption value 3,532,831 Class A common stock subject to possible redemption, December 31, 2022 $ 339,547,921 |
Schedule of basic and diluted net income (loss) per common share | Year Ended For the Period from 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss) $ 6,149,519 $ 1,492,861 $ (1,617,073 ) $ (474,012 ) Denominator: Basic and diluted weighted average shares outstanding 34,603,539 8,400,377 28,078,300 8,230,592 Basic and diluted net income (loss) per common share $ 0.18 $ 0.18 $ (0.06 ) $ (0.06 ) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax [Abstract] | |
Schedule of net deferred tax assets (liabilities) | December 31, December 31, 2022 2021 Deferred tax asset Net operating loss carryforward $ — $ 33,765 Organizational costs/Startup expenses 1,163,287 438,873 Total deferred tax asset 1,163,287 472,638 Valuation allowance (1,163,287 ) (472,638 ) Deferred tax asset, net of valuation allowance $ — $ — |
Schedule of income tax provision | December 31, For the 2022 2021 Federal Current $ 994,048 $ — Deferred (572,439 ) (391,612 ) State Current 205,437 — Deferred (118,211 ) (81,026 ) Change in valuation allowance 690,650 472,638 Income tax provision $ 1,199,485 $ — |
Schedule of reconciliation of the federal income tax | December 31, For the 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 1.3 % 4.3 % Change in fair value of warrants (16.2 )% 2.1 % Transaction costs allocated to warrants 0.0 % (4.8 )% Change in valuation allowance 7.8 % (22.6 )% Income tax provision 13.9 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | |
Schedule of liabilities that are measured at fair value on a recurring basis | Date Held-To-Maturity Level Amortized Cost Gross Fair Value December 31, 2022 U.S. Treasury Securities (Matures on 01/31/23) 1 $ 339,676,781 $ 104,298 $ 339,781,079 Description Level December 31, December 31, Investments and Cash held in Trust Account – U.S. Treasury Securities Money Market Fund 1 $ 371,022 $ 336,041,292 |
Schedule of liabilities that are measured at fair value on a recurring basis | Description Level December 31, Liabilities: Warrant Liability – Public Warrants 2 $ 252,011 Warrant Liability – Private Placement Warrants 2 $ 7,515 Description Level December 31, Liabilities: Warrant Liability – Public Warrants 1 $ 6,888,309 Warrant Liability – Private Placement Warrants 2 $ 205,417 |
Schedule of changes in fair value of Level 3 warrant liabilities | Private Public Warrant Initial measurement on March 22, 2021 (inclusive of the over-allotment) $ 210,427 $ 7,056,317 $ 7,266,744 Change in fair value 111,476 3,738,167 3,849,643 Transfer to Level 1-June 30, 2021 — (10,794,484 ) (10,794,484 ) Transfer to Level 2-June 30, 2021 (321,903 ) — (321,903 ) Fair value as of December 31, 2021 $ — $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 30, 2021 | Mar. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Consummated units (in Shares) | 1,002,030 | |||
Price per unit (in Dollars per share) | $ 10 | |||
Trust account | $ 36,015,090 | |||
Aggregate proceeds held in trust account | $ 336,015,090 | $ 1,059,920 | ||
Transaction costs | 18,998,772 | |||
Underwriting fees | 6,720,300 | |||
Deferred underwriting fees | 11,760,528 | |||
Other offering costs | $ 517,944 | |||
Aggregate fair market percentage | 80% | |||
Business combination net tangible assets | $ 5,000,001 | |||
Redemption percentage | 15% | |||
Dissolution expenses | $ 100,000 | |||
Public offering price per share (in Dollars per share) | $ (10) | |||
Public price share (in Dollars per share) | $ 10 | |||
Operating bank accounts | $ 53,947 | |||
Securities held in the trust account | 340,048,153 | $ 336,041,292 | ||
Working capital | 1,782,415 | |||
Deposit in the Trust Account | $ 4,033,063 | |||
Working capital term | 1 year | |||
Business Combination [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Ownership percentage | 50% | |||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Consummated units (in Shares) | 30,000,000 | |||
Price per unit (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 300,000,000 | |||
Net proceeds | $ 300,000,000 | |||
Private Placement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Consummated units (in Shares) | 72,301 | 930,000 | ||
Price per unit (in Dollars per share) | $ 10 | $ 10 | ||
Gross proceeds | $ 36,738,100 | $ 9,300,000 | ||
Units price per share (in Dollars per share) | $ 10 | |||
Purchased of an additional shares (in Shares) | 54,022 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Consummated units (in Shares) | 3,601,509 | |||
Underwriters [Member] | Private Placement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Consummated units (in Shares) | 150,000 | |||
Jefferies LLC [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Purchased of an additional shares (in Shares) | 18,008 | |||
Sponsor [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Percentage of outstanding voting securities | 100% | |||
Business Combination agreement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Public price share (in Dollars per share) | $ 10 | |||
Forum Investors IV LLC [Member] | Private Placement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Consummated units (in Shares) | 780,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Offering costs | $ 18,998,772 |
Charged to temporary equity | 18,599,486 |
Expense charges | 399,286 |
Federally insured limit | 250,000 |
Interest income | $ 1,059,920 |
Class A Common Stock [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Aggregate purchase of shares (in Shares) | shares | 8,650,884 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of class A common stock reflected in condensed balance sheets is reconciled - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of class A common stock reflected in condensed balance sheets is reconciled [Abstract] | ||
Gross proceeds | $ 336,015,090 | |
Proceeds allocated to Public Warrants | (7,056,317) | |
Class A common stock issuance costs | (18,599,486) | |
Accretion of carrying value to redemption value | $ 3,532,831 | 25,655,803 |
Class A common stock subject to possible redemption | $ 336,015,090 | |
Class A common stock subject to possible redemption | $ 339,547,921 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 6,149,519 | $ (1,617,073) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 34,603,539 | 28,078,300 |
Basic and diluted net income (loss) per common share | $ 0.18 | $ (0.06) |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 1,492,861 | $ (474,012) |
Denominator: | ||
Basic and diluted weighted average shares outstanding | 8,400,377 | 8,230,592 |
Basic and diluted net income (loss) per common share | $ 0.18 | $ (0.06) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 34,603,539 | 28,078,300 |
Diluted net income (loss) per common share | $ 0.20 | $ (0.06) |
Class B Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 8,400,377 | 8,230,592 |
Diluted net income (loss) per common share | $ 0.20 | $ (0.06) |
Initial Public Offering (Detail
Initial Public Offering (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Initial Public Offering (Details) [Line Items] | |
Proposed public offering (in Dollars) | $ | $ 11.5 |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of units | 33,601,509 |
Underwriters price per unit (in Dollars per share) | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Sale of units | 3,601,509 |
Private Placement (Details)
Private Placement (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Mar. 30, 2021 | Dec. 31, 2022 | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Aggregate share | 930,000 | |
Share price (in Dollars per share) | $ 10 | |
Purchase shares | 9,300,000 | |
Class A Common Stock [Member] | ||
Private Placement (Details) [Line Items] | ||
Share price (in Dollars per share) | $ 9.2 | |
Exercise price (in Dollars per share) | $ 11.5 | |
Sponsor [Member] | Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchase shares | 54,022 | 780,000 |
LLC [Member] | Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Purchase shares | 18,008 | 150,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 12 Months Ended | |||||
Jan. 15, 2021 USD ($) shares | Mar. 30, 2021 shares | Mar. 22, 2021 USD ($) $ / shares shares | Mar. 17, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Jan. 28, 2021 USD ($) | |
Related Party Transactions (Details) [Line Items] | |||||||
Purchased shares of common stock (in Shares) | shares | 1,002,030 | ||||||
Stock price (in Dollars per share) | $ / shares | $ 10 | ||||||
Loan amount | $ 300,000 | ||||||
Outstanding balance | $ 110,000 | ||||||
Working capital loan | $ 1,200,000 | ||||||
Business combination entity price (in Dollars per Share) | $ / shares | 10 | ||||||
Sponsor advance | $ 675,038 | ||||||
legal expenses | $ 857,000 | ||||||
Initial Public Offering [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchased shares of common stock (in Shares) | shares | 30,000,000 | ||||||
Aggregate price | $ 300,000,000 | ||||||
Percentage of issued and outstanding | 20% | ||||||
Stock price (in Dollars per share) | $ / shares | $ 10 | ||||||
Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Common stock subject to forfeiture (in Shares) | shares | 224,623 | ||||||
Common stock, subject to forfeiture (in Shares) | shares | 900,377 | ||||||
Founder shares issued (in Shares) | shares | 8,400,377 | ||||||
Founder shares outstanding (in Shares) | shares | 8,400,377 | ||||||
Stock price (in Dollars per share) | $ / shares | $ 12 | ||||||
Class B Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Purchased shares of common stock (in Shares) | shares | 8,625,000 | ||||||
Aggregate price | $ 25,000 | ||||||
Common stock subject to forfeiture (in Shares) | shares | 1,125,000 | ||||||
Founder shares issued (in Shares) | shares | 8,400,377 | 8,400,377 | |||||
Founder shares outstanding (in Shares) | shares | 8,400,377 | 8,400,377 | |||||
Administrative Support Agreement [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Sponsor total amount | $ 30,000 | ||||||
Aggregate amount | 720,000 | ||||||
Incurred cost | $ 360,000 | $ 278,000 | |||||
Other fees | 330,000 | 308,000 | |||||
Accrued expenses | 30,000 | 30,000 | |||||
Administrative Support Agreement [Member] | Business Combination [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Aggregate amount | $ 720,000 | ||||||
Sponsor [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Outstanding balance | $ 34 | $ 34 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 16, 2022 | Mar. 30, 2021 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | |||
U.S. federal excise tax | 1% | ||
Excise tax of the fair market value | 1% | ||
Registration rights related description | Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years after the effective date of the registration statement related to the Initial Public Offering and may not exercise their demand rights on more than one occasion. | ||
Underwriters purchase an additional units | 3,601,509 | ||
Forfeited of purchase an additional units | 898,491 | ||
Deferred fee per unit (in Dollars per share) | $ 0.35 | ||
Deferred underwriting fee (in Dollars) | $ 11,760,528 | ||
IPO [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Purchase of additional shares | 4,500,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 30, 2021 | Jan. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Converted basis percentage | 20% | |||
Class A Common Stock [Member] | ||||
Stockholders’ Deficit (Details) [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Voting rights, description | Holders of the Class A common stock are entitled to one vote for each share. | |||
Common stock, shares issued | 1,002,030 | 1,002,030 | ||
Common stock, shares outstanding | 1,002,030 | 1,002,030 | ||
Common stock subject to possible redemption | 33,601,509 | 33,601,509 | ||
Class B Common Stock [Member] | ||||
Stockholders’ Deficit (Details) [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Voting rights, description | Holders of Class B common stock are entitled to one vote for each share. | |||
Common stock, shares issued | 8,400,377 | 8,400,377 | ||
Common stock, shares outstanding | 8,400,377 | 8,400,377 | ||
Common stock subject to possible redemption | 0.003 | |||
Purchase of aggregate shares | 8,625,000 | |||
Aggregate purchase price (in Dollars) | $ 25,000 | |||
Class B Common Stock [Member] | Over-Allotment Option [Member] | ||||
Stockholders’ Deficit (Details) [Line Items] | ||||
Forfeited shares | 224,623 | |||
Shares subject to forfeiture | 900,377 |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants (Details) [Line Items] | ||
Warrants, description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the fair market value of the Class A common stock; ● if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ● if the closing price of the Class A common stock for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. | |
Market value of percentage. | 180% | |
Shares Issued, Price Per Share | $ 10 | |
Warrants redemption price per share | $ 10 | |
Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants outstanding (in Shares) | 8,400,377 | 8,400,377 |
Private Placement Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants outstanding (in Shares) | 250,507 | 250,507 |
Issue of price per share | $ 10 | |
Class A Common Stock [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants, description | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described below) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders. | |
Issue of price per share | $ 9.2 | |
Business Combination [Member] | ||
Warrants (Details) [Line Items] | ||
Market value price per share | $ 9.2 | |
Sponsor [Member] | ||
Warrants (Details) [Line Items] | ||
Aggregate gross proceeds percentage | 60% | |
Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Market value of percentage. | 115% | |
Shares Issued, Price Per Share | $ 18 |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryovers | $ 0 | $ 133,220 |
Valuation allowance | $ 690,650 | $ 472,638 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets (liabilities) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Net Deferred Tax Assets Liabilities Abstract | ||
Net operating loss carryforward | $ 33,765 | |
Organizational costs/Startup expenses | 1,163,287 | 438,873 |
Total deferred tax asset | 1,163,287 | 472,638 |
Valuation allowance | (1,163,287) | (472,638) |
Deferred tax asset, net of valuation allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal | ||
Current | $ 994,048 | |
Deferred | (572,439) | (391,612) |
State | ||
Current | 205,437 | |
Deferred | (118,211) | (81,026) |
Change in valuation allowance | 690,650 | 472,638 |
Income tax provision | $ 1,199,485 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of reconciliation of the federal income tax | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reconciliation Of The Federal Income Tax Abstract | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 1.30% | 4.30% |
Change in fair value of warrants | (16.20%) | 2.10% |
Transaction costs allocated to warrants | 0% | (4.80%) |
Change in valuation allowance | 7.80% | (22.60%) |
Income tax provision | 13.90% | 0% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | ||
Assets held in trust account | $ 98 | |
Money market funds | $ 371,022 | |
Money market funds | 336,041,292 | |
Fair value measurement | 321,903 | |
Money Market Funds [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Assets held in trust account | 350 | |
Marketable securities | 339,676,781 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Fair value measurement | $ 10,794,484 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Fair value measurement | $ 252,011 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets measured at fair value on a recurring basis - Level 1 [Member] - US Treasury Securities [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurements (Details) - Schedule of assets measured at fair value on a recurring basis [Line Items] | ||
Held-To-Maturity | U.S. Treasury Securities (Matures on 01/31/23) | |
Amortized Cost | $ 339,676,781 | |
Gross Holding Gain | 104,298 | |
Fair Value | 339,781,079 | |
Balance | $ 371,022 | $ 336,041,292 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of liabilities that are measured at fair value on a recurring basis - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Level 2 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant Liability – Public Warrants | $ 252,011 | |
Level 2 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Warrant Liability – Private Placement Warrants | $ 7,515 | $ 205,417 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Warrant Liability – Public Warrants | $ 6,888,309 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in fair value of Level 3 warrant liabilities | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Private Placement [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of Level 3 warrant liabilities [Line Items] | |
Initial measurement on March 22, 2021 (inclusive of the over-allotment) | $ 210,427 |
Change in fair value | 111,476 |
Transfer to Level 1-June 30, 2021 | |
Transfer to Level 2-June 30, 2021 | (321,903) |
Fair value as of December 31, 2021 | |
Public [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of Level 3 warrant liabilities [Line Items] | |
Initial measurement on March 22, 2021 (inclusive of the over-allotment) | 7,056,317 |
Change in fair value | 3,738,167 |
Transfer to Level 1-June 30, 2021 | (10,794,484) |
Transfer to Level 2-June 30, 2021 | |
Fair value as of December 31, 2021 | |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value of Level 3 warrant liabilities [Line Items] | |
Initial measurement on March 22, 2021 (inclusive of the over-allotment) | 7,266,744 |
Change in fair value | 3,849,643 |
Transfer to Level 1-June 30, 2021 | (10,794,484) |
Transfer to Level 2-June 30, 2021 | (321,903) |
Fair value as of December 31, 2021 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2023 | Dec. 31, 2022 | Mar. 08, 2023 | |
Subsequent Events (Details) [Line Items] | |||
Adjusted revenue amount | $ 300,000,000 | ||
Interest rate | 30% | ||
Net of tangible assets | $ 5,000,001 | ||
Deposit asset | $ 175,000 | ||
Public share price (in Dollars per share) | $ 0.05 | ||
Aggregate deposit | $ 1,225,000 | ||
Class B Common Stock [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||
Class B Common Stock [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Common stock, par value (in Dollars per share) | 0.0001 | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Capital contribution amount | $ 857,000 | ||
Redeemed interest percent | 81.07% | ||
Trust account | $ 64,602,773 | ||
Business Combination [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Business acquisition share price (in Dollars per share) | 10 | ||
Sponsor [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Public share price (in Dollars per share) | $ 0.05 |