Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | HENNESSY CAPITAL INVESTMENT CORP. VI | ||
Trading Symbol | HCVI | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 327,633,288 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001842937 | ||
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 | 001-40846 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-1626937 | ||
Entity Address, Address Line One | 3415 N. Pines Way | ||
Entity Address, Address Line Two | Suite 204 | ||
Entity Address, City or Town | Wilson | ||
Entity Address, State or Province | WY | ||
Entity Address, Postal Zip Code | 83014 | ||
City Area Code | (307) | ||
Local Phone Number | 201-1903 | ||
Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York, New York | ||
Auditor Firm ID | 100 | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 34,092,954 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 11,364,318 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 732,000 | $ 1,966,000 |
Prepaid expenses | 367,000 | 824,000 |
Total current assets | 1,099,000 | 2,790,000 |
Non-current asset – Cash and investments held in Trust Account | 344,463,000 | 340,936,000 |
Total assets | 345,562,000 | 343,726,000 |
Current liabilities: | ||
Accounts payable | 4,000 | 99,000 |
Accrued liabilities | 59,000 | 36,000 |
Deferred compensation – related parties | 570,000 | 84,000 |
Franchise and income taxes payable | 65,000 | 200,000 |
Total current liabilities | 698,000 | 419,000 |
Other liabilities - | ||
Derivative warrant liabilities | 1,858,000 | 15,605,000 |
Deferred underwriting compensation | 11,933,000 | 11,933,000 |
Total liabilities | 14,489,000 | 27,957,000 |
Commitments and contingencies | ||
Class A common stock subject to possible redemption; 34,092,954 shares (at $10.10 and $10.04 per share at December 31, 2022 and 2021, respectively) | 344,398,000 | 340,930,000 |
Stockholders’ deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 authorized shares; none issued or outstanding at December 31, 2022 and 2021 | ||
Class A common stock, $0.0001 par value; 200,000,000 authorized shares; -0- shares issued and outstanding at December 31, 2022 and 2021 | ||
Class B common stock, $0.0001 par value, 20,000,000 authorized shares; 11,364,318 shares issued and outstanding at December 31, 2022 and 2021 | 1,000 | 1,000 |
Additional paid-in capital | ||
Accumulated deficit | (13,326,000) | (25,162,000) |
Total stockholders’ deficit | (13,325,000) | (25,161,000) |
Total liabilities and stockholders’ deficit | $ 345,562,000 | $ 343,726,000 |
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 shares | 34,092,954 | 34,092,954 |
Common stock subject to possible redemption per share (in Dollars per share) | $ 10.1 | $ 10.04 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 11,364,318 | 11,364,318 |
Common stock, shares outstanding | 11,364,318 | 11,364,318 |
Statements of Operations
Statements of Operations - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 665,000 | $ 2,309,000 |
Loss from operations | (665,000) | (2,309,000) |
Other income (expense): | ||
Interest income on Trust Account | 7,000 | 4,786,000 |
Derivative warrant liabilities issuance costs | (722,000) | |
Change in fair value of derivative warrant liabilities | 3,901,000 | 13,747,000 |
Income before provision for income tax | 2,521,000 | 16,224,000 |
Provision for income tax | (920,000) | |
Net income | $ 2,521,000 | $ 15,304,000 |
Class A Common Stock | ||
Other income (expense): | ||
Weighted average shares of common stock outstanding - basic and diluted (in Shares) | 8,276,000 | 34,093,000 |
Net income per share of common stock – basic and diluted (in Dollars per share) | $ 0.13 | $ 0.34 |
Class B Common Stock | ||
Other income (expense): | ||
Weighted average shares of common stock outstanding - basic and diluted (in Shares) | 10,679,000 | 11,364,000 |
Net income per share of common stock – basic and diluted (in Dollars per share) | $ 0.13 | $ 0.34 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Common Stock | ||
Weighted average shares of common stock outstanding, diluted | 8,276,000 | 34,093,000 |
Net income (loss) per share of common stock, diluted | $ 0.13 | $ 0.34 |
Class B Common Stock | ||
Weighted average shares of common stock outstanding, diluted | 10,679,000 | 11,364,000 |
Net income (loss) per share of common stock, diluted | $ 0.13 | $ 0.34 |
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 |
Balances at Jan. 21, 2021 | |||||
Balances (in Shares) at Jan. 21, 2021 | |||||
Sale of shares of Class B common stock to Sponsor at approximately $0.002 per share | $ 1,000 | 24,000 | 25,000 | ||
Sale of shares of Class B common stock to Sponsor at approximately $0.002 per share (in Shares) | 11,500,000 | ||||
Forfeiture of shares of Class B common stock by Sponsor upon underwriters’ partial exercise of its over-allotment option (in Shares) | (135,682) | ||||
Issuance of 7,212,394 Private Placement Warrants at $1.50, in excess of fair value of $1.05 per warrant | 3,246,000 | 3,246,000 | |||
Accretion for shares of Class A common stock subject to redemption | (3,270,000) | (27,683,000) | (30,953,000) | ||
Net income (loss) | 2,521,000 | 2,521,000 | |||
Balances at Dec. 31, 2021 | $ 1,000 | (25,162,000) | (25,161,000) | ||
Balances (in Shares) at Dec. 31, 2021 | 11,364,318 | ||||
Accretion for shares of Class A common stock subject to redemption | (3,468,000) | (3,468,000) | |||
Net income (loss) | 15,304,000 | 15,304,000 | |||
Balances at Dec. 31, 2022 | $ 1,000 | $ (13,326,000) | $ (13,325,000) | ||
Balances (in Shares) at Dec. 31, 2022 | 11,364,318 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders’ Deficit (Parentheticals) | 11 Months Ended |
Dec. 31, 2021 $ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale sponsor per share | $ 0.002 |
Issuance shares | 7,212,394 |
Private placement warrants per share | 1.5 |
Excess fair value price | $ 1.05 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Net income | $ 2,521,000 | $ 15,304,000 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest income earned in the Trust Account | (7,000) | (4,786,000) |
Warrant liabilities issuance costs | 722,000 | |
Change in fair value of derivative liabilities | (3,901,000) | (13,747,000) |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses | (824,000) | 457,000 |
(Decrease) increase in accounts payable (excluding offering costs of $70,000 in 2021) | 29,000 | (25,000) |
Increase in accrued liabilities | 36,000 | 23,000 |
Increase in deferred compensation – related parties | 84,000 | 486,000 |
Increase in franchise and income taxes payable | 200,000 | (137,000) |
Net cash used in operating activities | (1,140,000) | (2,425,000) |
Cash flows from investing activities: | ||
Cash deposited in Trust Account | (340,930,000) | |
Cash withdrawn from Trust Account for taxes | 1,261,000 | |
Net cash provided by (used in) financing activities | (340,930,000) | 1,261,000 |
Cash flows from financing activities: | ||
Proceeds from sale of Class B common stock to Sponsor | 25,000 | |
Proceeds from note payable to Sponsor | 195,000 | |
Proceeds from sale of Units to the public | 340,930,000 | |
Proceeds from sale of Private Placement Warrants | 10,819,000 | |
Payment of underwriters’ compensation | (6,819,000) | |
Payment of offering costs | (919,000) | 70,000 |
Payment of note payable to Sponsor | (195,000) | |
Net cash (used in) provided by financing activities | 344,036,000 | (70,000) |
Net (decrease) increase in cash | 1,966,000 | (1,234,000) |
Cash at beginning of period | 1,966,000 | |
Cash at end of period | 1,966,000 | 732,000 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriter’ compensation | 11,933,000 | |
Offering costs included in accounts payable | 70,000 | |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | $ 905,000 |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parentheticals) | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Statement of Cash Flows [Abstract] | |
Offering costs | $ 70,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General: Hennessy Capital Investment Corp. VI (the “Company”) was incorporated in Delaware on January 22, 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 an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At December 31, 2022, the Company had not commenced any operations. All activity for the period from January 22, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable Business Combination. The Company will not generate any operating revenues until after 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 Public Offering. All dollar amounts are rounded to the nearest thousand dollars. Sponsor and Financing: The Company’s sponsor is Hennessy Capital Partners VI LLC, a Delaware limited liability company (the “Sponsor”). The Company intends to finance a Business Combination with proceeds from the $340,930,000 Public Offering (Note 3) and a $10,819,000 private placement of warrants (the “Private Placement Warrants”) to our Sponsor, our Direct Anchor Investors (as defined below) and our Other Anchor Investors (as defined below) (“Private Placement”), (Note 4). Upon the closing of the Public Offering and the Private Placement (including the underwriters’ over-allotment option exercise), $340,930,000 was deposited in a trust account (the “Trust Account”). The Trust Account: The funds in the Trust Account are invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisition targets and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses), none of the funds held in trust will be released until the earliest of: (a) the completion of the initial Business Combination, (b) the redemption of any shares of Class A common stock issued pursuant to the Public Offering (“public shares”) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 24 months from the closing of the Public Offering (i.e., by October 1, 2023), or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of the Company’s public stockholders. Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less the deferred underwriting commissions and taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of 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 but less taxes payable, or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by the rules of the Nasdaq Global Market. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of Class A and Class B common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of 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 but less taxes payable. As a result, such shares of Class A common stock are recorded at redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially $10.00 per public share of Class A common stock ($340,930,000 held in the Trust Account divided by 34,092,954 public shares). The Company has 24 months from the closing date of the Public Offering, until October 1, 2023, to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s independent directors (collectively, the “initial stockholders”) have waived their rights to participate in any redemption with respect to their Founder Shares (as defined in Note 4); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 24 months from the closing of the Public Offering. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Public Offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The financial statements of the Company are presented in U.S. dollars and has been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Mandatory Liquidation, Liquidity, Capital Resources and Going Concern: With approximately $732,000 in cash and approximately $401,000 of working capital at December 31, 2022, the Company believes, but cannot assure, that it has the resources to continue its operations through October 1, 2023, the date by which it must complete a Business Combination. However, if the Company cannot complete a Business Combination before October 1, 2023, it could be forced to wind up its operations and liquidate unless it receives an extension approval from its stockholders. This condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. The Company’s plan to deal with this uncertainty is to complete a Business Combination prior to October 1, 2023. There is no assurance that the Company’s plan to consummate a Business Combination will be successful or successful within the required timeframe. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Emerging Growth Company: 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 Securities Exchange Act of 1934, as amended (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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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 standards. 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. Net Income or Loss per Share of Common Stock: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per share of common stock is computed by dividing net income or loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period plus, to the extent dilutive, the incremental number of shares of common stock to settle Warrants, as calculated using the treasury stock method. The Company has not considered the effect of the Warrants sold in the Public Offering and Private Placement to purchase an aggregate of 18,576,712 shares of Class A common stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method and are contingent on future events. As a result, diluted income (loss) per share of Class A common stock is the same as basic income (loss) per share of common stock for the periods presented. The Company has two classes of common stock, which are referred to as shares of Class A common stock and shares of Class B common stock. Income and losses are shared pro rata among the two classes of common stock. This assumes completion of a business combination as the most likely outcome. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the respective period. The changes in redemption value that are accreted to Class A common stock subject to redemption (see below) are representative of fair value and therefore is not factored into the calculation of earnings per share. The following table reflects the net income per share after allocating income between the shares based on outstanding shares: Year ended For the period from Class A Class B Class A Class B Numerator: Basic and diluted net income per share of common stock: Allocation of income – basic and diluted $ 11,479,000 $ 3,826,000 $ 1,100,000 $ 1,421,000 Denominator: Basic and diluted weighted average share of common stock: 34,093,000 11,364,000 8,276,000 10,679,000 Basic and diluted net income per share of common stock $ 0.34 $ 0.34 $ 0.13 $ 0.13 The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at December 31, 2022 or December 31, 2021. Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000, and investments held in Trust Account. 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. Fair Value of Financial Instruments: The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature, except for derivative warrant liabilities (see Note 6). Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 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 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 as of December 31, 2022 and December 31, 2021, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs: The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A - “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $19,741,000 including Company costs of approximately $990,000 together with $18,750,000 of underwriters’ discount, have been allocated to equity instruments ($19,018,000) and derivative warrant liabilities ($722,000), based on their relative values, and charged to temporary equity or expense (in the case of the portion allocated to derivative warrant liabilities) upon completion of the Public Offering. 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 balance sheet 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. The Company’s currently taxable income consists of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered either start-up or business combination costs and are not currently deductible. Further, warrant costs and income from change in fair value of derivative warrant liabilities may not be deductible or includible in taxable income. During the year ended December 31, 2022 and period from January 22, 2021 (inception) to December 31, 2021 the Company recorded income tax expense of approximately $920,000 and $0, respectively. This occurs because, in 2022, there is substantial taxable interest income earned on the Trust Account which was partially offset by deductible franchise taxes, so there was income for tax purposes in 2022. In 2021 interest income was minimal and fully offset by deductible franchise taxes. The Company’s effective tax rate for the year ended December 31, 2022 and for the period from January 22, 2021 (inception) to December 31, 2021 was approximately 6% and 0%, respectively, which differs from the expected income tax rate primarily due to substantial income reported from warrant fair value adjustments which is not taxable, offset partially by the start-up costs (discussed above) which are not currently deductible and business combination costs which may not be deductible or taxable. At December 31, 2022 and December 31, 2021, the Company has a deferred tax asset of approximately $500,000 and $80,000, respectively, primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. 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. There were no unrecognized tax benefits as of December 31, 2022 or December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Redeemable Common Stock: As discussed in Note 4, all of the 34,092,954 public shares sold as part of Units in the Public Offering contain a redemption feature which allows for the redemption of public shares if the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets ( i.e. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,000, all shares of Class A common stock are redeemable and classified as such on the Company’s balance sheet until such time as a redemption event takes place. The value of Class A common stock that may be redeemed is equal to $10.00 per share (which is the assumed redemption price) multiplied by 34,092,954 shares of Class A common stock. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by adjustments to additional paid-in capital. Accordingly, at December 31, 2022 and December 31, 2021, all of the 34,092,954 public shares were classified outside of permanent equity. Class A common stock subject to redemption consist of: Gross proceeds of Public Offering $ 340,930,000 Less: Proceeds allocated to Public Warrants (11,935,000 ) Offering costs (19,018,000 ) Plus: Accretion of carrying value to redemption value at inception 30,953,000 Subtotal at date of Public Offering and December 31, 2021 340,930,000 Plus: Accretion of carrying value to redemption value subsequent December 31, 2021 3,468,000 Class A common stock subject to redemption at December 31, 2022 $ 344,398,000 Derivative warrant liabilities The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. Costs associated with issuing the Warrants accounted for as liabilities are charged to operations when the Warrants are issued. The fair value of the Warrants was initially estimated using a binomial lattice simulation approach, it was subsequently based upon, or derived from, the trading price of our warrants issued initially as part of the units offered in our initial public offering (the “Public Warrants”) but now trade separately in an active, open market. Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events: Management has evaluated subsequent events and transactions occurring after the balance sheet date, December 31, 2022, up to the date the financial statements were issued. The Company has concluded that all such events and transactions that would require adjustment or disclosure in the financial statements have been recognized or disclosed. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 3 - PUBLIC OFFERING In October 2021, the Company consummated the Public Offering of 34,092,954 units (including the underwriters’ partial exercise of their over-allotment option) at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and one-third of one redeemable warrant (the “Warrants”). Each whole Warrant offered in the Public Offering is exercisable to purchase one share of Class A common stock at $11.50 per share, subject to adjustment (Note 6). The Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions. On October 21, 2021 the underwriters’ exercised their option with respect to 4,092,954 Units. The Warrants issued in connection with 4,092,954 over-allotment Units are identical to the Public Warrants and have no net cash settlement provisions. The Company paid an underwriting discount of 2.0% of the per Unit price to the underwriters at the closing of the Public Offering and over-allotment option exercise (an aggregate of approximately $6,819,000), with an additional fee (the “Deferred Discount”) of 3.5% (an aggregate of approximately $11,933,000) of the gross offering proceeds payable upon the consummation of the initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. The Company intends to finance a Business Combination with proceeds of approximately $340,930,000 from the Public Offering and $10,819,000 from the private placement (Note 4), net of expenses of the offering and amounts allocated to working capital. Upon the closing of the Public Offering, the over-allotment option and the Private Placement, approximately $340,930,000 was deposited in the Trust Account. In July and August 2021, the Company entered into subscription agreements with the Direct Anchor Investors (as defined below) and the Other Anchor Investors (as defined below) to purchase 4,853,177 Private Placement Warrants at $1.50 per Warrant. The Direct Anchor Investors, the Other Anchor Investors and one strategic investment fund that is focused on end markets similar to those on which the Company intends to concentrate (collectively, the “Anchor Investors”) also purchased an aggregate of $321.1 million of Units in the Public Offering. The Anchor Investors are also entitled to purchase from the Sponsor, upon consummation of the initial Business Combination and subject to certain conditions, an aggregate of up to 49% of the number of Founder Shares outstanding upon closing of the Public Offering, at a purchase price of approximately $0.002 per share. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS Founder Shares In January 2021 the Sponsor purchased 4,312,500 shares of Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.006 per share (up to 562,500 of which were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full). In March and September 2021, the Sponsor transferred an aggregate of 150,000 Founder Shares to the Company’s independent directors. In March 2021, the Company effected a stock dividend of 0.33333333 of a Founder Share for each outstanding Founder Share, and in September 2021, the Company effected a second stock dividend of 1 Founder Share for each outstanding Founder Share, which stock dividends resulted in the Sponsor and the Company’s independent directors holding an aggregate of 11,500,000 Founder Shares (up to 1,500,000 of which were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ option to purchase additional Units was exercised). The share and per share amounts related to the stock dividend have been retroactively restated in the accompanying financial statements. The Founder Shares are identical to the Class A common stock included in the Units sold in the Public Offering, except that the Founder Shares automatically convert into shares of Class A common stock at the time of the initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The Sponsor agreed to forfeit up to 1,500,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture was to be adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the initial stockholders would own 25.0% of the Company’s issued and outstanding shares after the Public Offering. The underwriters’ exercised their over-allotment in part, and therefore 135,682 Founder Shares were forfeited by the Sponsor. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B) subsequent to the Company’s initial Business Combination, if (x) the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination 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. Private Placement Warrants Simultaneously with the closing of the Public Offering on October 1, 2021 and the partial exercise of the underwriters’ over-allotment option on October 21, 2021, the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc., Arena Capital Advisors, LLC, for and on behalf of the funds and accounts it manages, D. E. Shaw Valence Investments (Cayman) Limited and D. E. Shaw Valence Portfolios, L.L.C., certain funds managed by affiliates of Apollo Global Management, Inc., certain funds managed by Highbridge Capital Management, LLC and Antara Capital Total Return SPAC Master Fund LP (collectively, the “Direct Anchor Investors”), and four other unaffiliated qualified institutional buyers or institutional accredited investors, on behalf of one or more funds that they advise or manage (collectively, the “Other Anchor Investors”), purchased from the Company in a private placement an aggregate of 7,212,394 Warrants at a price of $1.50 per warrant (an aggregate purchase price of approximately $10,819,000) (the “Private Placement Warrants”). The Sponsor purchased 2,359,217 Private Placement Warrants and the Direct Anchor Investors and Other Anchor Investors purchased an aggregate of 4,853,177 Private Placement Warrants. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering and deposited in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants are identical to the Warrants included in the Units sold as part of the Units in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor, the Direct Anchor Investors, the Other Anchor Investors or their respective permitted transferees, (i) will not be redeemable by the Company (except if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), in which case the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Warrants), (ii) may not (including the shares of Class A common stock issuable upon the exercise of such Private Placement Warrants), subject to certain limited exceptions as described in the Registration Statement, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised on a cashless basis and (iv) the holders thereof (including with respect to the shares of Class A common stock issuable upon exercise of such Private Placement Warrants) are entitled to registration rights. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants deposited in the Trust Account will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor, the Direct Anchor Investors and the Other Investors will expire worthless. Registration Rights The Company’s initial stockholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement executed on the date of the prospectus for the Public Offering. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Related Party Loans In January 2021, the Sponsor agreed to loan the Company an aggregate of $500,000 by drawdowns against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note is non-interest bearing and payable, as amended in July 2021, on the earlier of December 31, 2021 or the completion of the Public Offering. Prior to October 1, 2021, the Company had borrowed $195,000 under the Note in order to pay expenses of the Public Offering. All such amounts borrowed under the Note were paid at the closing of the Public Offering on October 1, 2021 and there are no amounts available to borrow after that date. If the Sponsor, an affiliate of the Sponsor or the Company’s officers and directors make any working capital loans, up to $1,500,000 of such loans may be converted into Warrants, at the price of $1.50 per warrant, at the option of the lender. Such Warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and December 31, 2021, none of the Sponsor, affiliates of the Sponsor or the Company’s officers or directors had made any working capital loans to the Company. Administrative Support Agreement and Payments to Certain Officers The Company has agreed to pay $15,000 per month for office space, utilities and secretarial and administrative support to an affiliate of the Sponsor, Hennessy Capital Group LLC. Services commenced on September 29, 2021, the date the Company’s securities were first listed on the Nasdaq Global Market, and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. Charges to operations under the agreement for the year ended December 31, 2022 and for the period from January 22, 2021 (inception) to December 31, 2021 were $180,000 and $45,000, respectively, and there was no amount payable at December 31, 2022 or December 31, 2021. Also, commencing on September 29, 2021, the Company began to compensate each of its President and Chief Operating Officer as well as its Chief Financial Officer $29,000 per month prior to the consummation of the Company’s initial Business Combination, of which $14,000 per month is payable upon the completion of the Company’s initial Business Combination and $15,000 per month is payable currently for their services. In addition, in January 2022, the Company began to compensate a Vice President $25,000 per month, $12,500 of which is payable upon the completion of the Company’s initial Business Combination and $12,500 of which is payable currently for his services. An aggregate of approximately $996,000 and $178,000, respectively, was charged to operations for the year ended December 31, 2022 for the period from January 22, 2021 (inception) to December 31, 2021. Deferred compensation - related parties includes approximately $570,000 and $84,000, under these obligation at December 31, 2022 and December 31, 2021, respectively. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Trust Account and Fair Value Measurement [Abstract] | |
TRUST ACCOUNT AND FAIR VALUE MEASUREMENT | NOTE 5 - TRUST ACCOUNT AND FAIR VALUE MEASUREMENT The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Upon the closing of the Public Offering and the Private Placement, a total of $340,930,000 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. At December 31, 2022 and December 31, 2021, the balance in the Trust Account was held in a money market fund meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. The balance in the Trust Account is presented at fair value. In 2022, the Company withdrew approximately $1,261,000 to fund the payment of 2021 actual, and 2022 estimated, franchise taxes as well as 2022 estimated federal income taxes. In 2021, there were no withdrawals from the Trust Account. When it has them, the Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost and adjusted for the amortization of discounts. There are no held-to-maturity securities held by the Company at December 31, 2022 or December 31, 2021. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at December 31, 2022 and 2021 consisted of money market funds that invest only in U.S. government treasury bills, fair values of its investment are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: December 31, 2022 - Description Quoted Assets: Money market fund $ 344,463,000 December 31, 2021 - Description Quoted Assets: Money market fund $ 340,936,000 |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Liabilities [Abstract] | |
WARRANT LIABILITIES | NOTE 6 - WARRANT LIABILITIES At December 31, 2022 and December 31, 2021, the Company has 18,576,712 Warrants outstanding, including 11,364,318 Public Warrants and 7,212,394 Private Placement Warrants. The Company is required to record the Warrants at fair value at each reporting period, with changes in fair value recognized in the statement of operations. The Company has recorded approximately $722,000 of costs to the statement of operations at inception of the Warrants in 2021 to reflect an allocation of total offering and issue costs to warrant issuance costs based on the relative fair values of the equity and derivative warrant liabilities instruments. The following table presents information about the Company’s Warrant liabilities that are measured at fair value on a recurring basis at December 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Description December 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 1,137,000 $ 1,137,000 $ - $ - Private Placement Warrants 721,000 - 721,000 - Derivative warrant liabilities at December 31, 2022 $ 1,858,000 $ 1,137,000 $ 721,000 $ - Description December 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants at inception, October 1, 2021 $ 9,546,000 $ 9,546,000 $ - $ - Private Placement Warrants 6,059,000 - 6,059,000 - Derivative warrant liabilities at December 31, 2022 $ 15,605,000 $ 9,546,000 $ 6,059,000 $ - During the period from January 22, 2021 (inception) to December 31, 2021, the initial fair value of the Warrants was estimated using a binomial lattice simulation approach and it was subsequently based upon, or derived from, the trading price of our warrants as described below as they now trade separately in an active, open market. At December 31, 2022 and 2021, the Company valued its Public Warrants based on publicly observable inputs (Level 1 inputs) from the trading in the Public Warrants in an active market ($0.10 and $0.84 per warrant on December 31, 2022 and 2021, respectively). Since the Private Placement Warrants are substantially similar to the Public Warrants but do not trade, the Company valued them based on the value of the Public Warrants (significant other observable inputs - Level 2). There were no transfers between levels during the year ended December 31, 2022. The following table shows the transfers between levels during the period from January 22, 2021 (inception) to December 31, 2021: Warrant Public Private Fair value at January 1, 2021 - - - Initial measurement on October 1, 2021 $ 17,500,000 $ 10,500,000 $ 7,000,000 Fair value of additional warrants issued on October 21, 2021 2,006,000 1,433,000 573,000 Change in fair value of Public and Private Placement Warrants from October 1, 2021 and October 21, 2021 to December 31, 2021 3,901,000 2,387,000 1,514,000 Transfer to Level 1 during the three months ended December 31, 2021 (9,546,000 ) (9,546,000 ) - Transfer to Level 2 during the three months ended December 31, 2021 (6,059,000 ) - (6,059,000 ) Fair value of Level 3 warrant liabilities as of December 31, 2021 $ - $ - $ - The derivative warrant liabilities are not subject to qualified hedge accounting. Public Warrants At December 31, 2022 and December 31, 2021, there were 11,364,318 Public Warrants outstanding. Each whole Warrant offered in the Public Offering is exercisable to purchase one share of Class A common stock. Under the terms of the warrant agreement, the Company has agreed to use its reasonable best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. No fractional Warrants have been or will be issued upon separation of the Units and only whole Warrants trade. Each Warrant will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its reasonable best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the Warrants is not effective by the 60 th The Warrants have an exercise price of $11.50 per share, subject to adjustments, and expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 the initial 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 Company’s initial stockholders or their affiliates or the Anchor Investors (as defined below), without taking into account any Founder Shares or Warrants held by the Company’s initial stockholders or such affiliates, as applicable, or the Anchor Investors, 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial 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 greater 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. 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; and ● if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 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 (the “Reference Value”). 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 determined by reference to an agreed table based on the redemption date and the fair market value of the shares of Class A common stock; ● if, and only if, the closing price of the shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its Warrants) as the outstanding Warrants. In no event will the Company be required to net cash settle any Warrant. If the Company is unable to complete a Business Combination within the 24-month period to complete the Business Combination (i.e. by October 1, 2023), 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 the respect to such Warrants. Accordingly, the Warrants may expire worthless. Private Placement Warrants See Note 4 for information about the Company’s outstanding Private Placement Warrants to purchase 7,212,394 shares of Class A common stock. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ Deficit [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7 - STOCKHOLDERS’ DEFICIT Common Stock The authorized common stock of the Company is 220,000,000 shares, including 200,000,000 shares of Class A common stock, par value $0.0001 per share, and 20,000,000 shares of Class B common stock, par value $0.0001 per share. Upon completion of the Company’s initial Business Combination, the Company may (depending on the terms of the Business Combination) be required to increase the authorized number of shares at the same time as its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection with its initial Business Combination. Holders of the Company’s Class A and Class B common stock vote together as a single class and are entitled to one vote for each share of Class A and Class B common stock in connection with the initial Business Combination. In March 2021, the Company effected a stock dividend of 0.33333333 of Founder Share for each outstanding Founder Share, and the Company effected a second stock dividend of 1 Founder Share for each outstanding Founder Share in September 2021, which stock dividends resulted in the Sponsor and the Company’s independent directors holding an aggregate of 11,500,000 shares of Class B common stock (up to 1,500,000 of which were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ option to purchase additional Units was exercised). At December 31, 2022 and December 31, 2021, all 34,092,954 shares of Class A common stock issued and outstanding as of such date are reflected as common stock subject to redemption. Because the underwriters’ exercised their over-allotment in part, 135,682 shares of Class B common stock were forfeited by the Sponsor leaving 11,364,318 shares of Class B common stock outstanding at December 31, 2022 and December 31, 2021. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and December 31, 2021, there were no |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 - COMMITMENTS AND CONTINGENCIES Risks and Uncertainties COVID-19 - Conflict in Ukraine — In February 2022, the Russian Federation and Belarus commenced a military action against 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. The impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements. Certain repurchases of stock (including redemptions) by publicly traded domestic corporations — On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations, among others. The excise tax is imposed on the repurchasing corporation itself, not its stockholders 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 IR Act applies to repurchases that occur after December 31, 2022. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, liquidation or partial redemption would depend on a number of factors. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The financial statements of the Company are presented in U.S. dollars and has been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Mandatory Liquidation, Liquidity, Capital Resources and Going Concern | Mandatory Liquidation, Liquidity, Capital Resources and Going Concern: With approximately $732,000 in cash and approximately $401,000 of working capital at December 31, 2022, the Company believes, but cannot assure, that it has the resources to continue its operations through October 1, 2023, the date by which it must complete a Business Combination. However, if the Company cannot complete a Business Combination before October 1, 2023, it could be forced to wind up its operations and liquidate unless it receives an extension approval from its stockholders. This condition raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. The Company’s plan to deal with this uncertainty is to complete a Business Combination prior to October 1, 2023. There is no assurance that the Company’s plan to consummate a Business Combination will be successful or successful within the required timeframe. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Emerging Growth Company | Emerging Growth Company: 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 Securities Exchange Act of 1934, as amended (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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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 standards. 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. |
Net Income or Loss per Share of Common Stock | Net Income or Loss per Share of Common Stock: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income or loss per share of common stock is computed by dividing net income or loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period plus, to the extent dilutive, the incremental number of shares of common stock to settle Warrants, as calculated using the treasury stock method. The Company has not considered the effect of the Warrants sold in the Public Offering and Private Placement to purchase an aggregate of 18,576,712 shares of Class A common stock in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method and are contingent on future events. As a result, diluted income (loss) per share of Class A common stock is the same as basic income (loss) per share of common stock for the periods presented. The Company has two classes of common stock, which are referred to as shares of Class A common stock and shares of Class B common stock. Income and losses are shared pro rata among the two classes of common stock. This assumes completion of a business combination as the most likely outcome. Net income (loss) per share of common stock is calculated by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the respective period. The changes in redemption value that are accreted to Class A common stock subject to redemption (see below) are representative of fair value and therefore is not factored into the calculation of earnings per share. The following table reflects the net income per share after allocating income between the shares based on outstanding shares: Year ended For the period from Class A Class B Class A Class B Numerator: Basic and diluted net income per share of common stock: Allocation of income – basic and diluted $ 11,479,000 $ 3,826,000 $ 1,100,000 $ 1,421,000 Denominator: Basic and diluted weighted average share of common stock: 34,093,000 11,364,000 8,276,000 10,679,000 Basic and diluted net income per share of common stock $ 0.34 $ 0.34 $ 0.13 $ 0.13 The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at December 31, 2022 or December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000, and investments held in Trust Account. 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. |
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets primarily due to their short-term nature, except for derivative warrant liabilities (see Note 6). Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
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 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 as of December 31, 2022 and December 31, 2021, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Offering Costs | Offering Costs: The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A - “Expenses of Offering.” Costs incurred in connection with preparation for the Public Offering totaled approximately $19,741,000 including Company costs of approximately $990,000 together with $18,750,000 of underwriters’ discount, have been allocated to equity instruments ($19,018,000) and derivative warrant liabilities ($722,000), based on their relative values, and charged to temporary equity or expense (in the case of the portion allocated to derivative warrant liabilities) upon completion of the Public Offering. |
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 balance sheet 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. The Company’s currently taxable income consists of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered either start-up or business combination costs and are not currently deductible. Further, warrant costs and income from change in fair value of derivative warrant liabilities may not be deductible or includible in taxable income. During the year ended December 31, 2022 and period from January 22, 2021 (inception) to December 31, 2021 the Company recorded income tax expense of approximately $920,000 and $0, respectively. This occurs because, in 2022, there is substantial taxable interest income earned on the Trust Account which was partially offset by deductible franchise taxes, so there was income for tax purposes in 2022. In 2021 interest income was minimal and fully offset by deductible franchise taxes. The Company’s effective tax rate for the year ended December 31, 2022 and for the period from January 22, 2021 (inception) to December 31, 2021 was approximately 6% and 0%, respectively, which differs from the expected income tax rate primarily due to substantial income reported from warrant fair value adjustments which is not taxable, offset partially by the start-up costs (discussed above) which are not currently deductible and business combination costs which may not be deductible or taxable. At December 31, 2022 and December 31, 2021, the Company has a deferred tax asset of approximately $500,000 and $80,000, respectively, primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. 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. There were no unrecognized tax benefits as of December 31, 2022 or December 31, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Redeemable Common Stock | Redeemable Common Stock: As discussed in Note 4, all of the 34,092,954 public shares sold as part of Units in the Public Offering contain a redemption feature which allows for the redemption of public shares if the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets ( i.e. While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,000, all shares of Class A common stock are redeemable and classified as such on the Company’s balance sheet until such time as a redemption event takes place. The value of Class A common stock that may be redeemed is equal to $10.00 per share (which is the assumed redemption price) multiplied by 34,092,954 shares of Class A common stock. The Company recognizes changes immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Class A common stock are affected by adjustments to additional paid-in capital. Accordingly, at December 31, 2022 and December 31, 2021, all of the 34,092,954 public shares were classified outside of permanent equity. Class A common stock subject to redemption consist of: Gross proceeds of Public Offering $ 340,930,000 Less: Proceeds allocated to Public Warrants (11,935,000 ) Offering costs (19,018,000 ) Plus: Accretion of carrying value to redemption value at inception 30,953,000 Subtotal at date of Public Offering and December 31, 2021 340,930,000 Plus: Accretion of carrying value to redemption value subsequent December 31, 2021 3,468,000 Class A common stock subject to redemption at December 31, 2022 $ 344,398,000 |
Derivative warrant liabilities | Derivative warrant liabilities The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. Costs associated with issuing the Warrants accounted for as liabilities are charged to operations when the Warrants are issued. The fair value of the Warrants was initially estimated using a binomial lattice simulation approach, it was subsequently based upon, or derived from, the trading price of our warrants issued initially as part of the units offered in our initial public offering (the “Public Warrants”) but now trade separately in an active, open market. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events | Subsequent Events: Management has evaluated subsequent events and transactions occurring after the balance sheet date, December 31, 2022, up to the date the financial statements were issued. The Company has concluded that all such events and transactions that would require adjustment or disclosure in the financial statements have been recognized or disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of net income per share | Year ended For the period from Class A Class B Class A Class B Numerator: Basic and diluted net income per share of common stock: Allocation of income – basic and diluted $ 11,479,000 $ 3,826,000 $ 1,100,000 $ 1,421,000 Denominator: Basic and diluted weighted average share of common stock: 34,093,000 11,364,000 8,276,000 10,679,000 Basic and diluted net income per share of common stock $ 0.34 $ 0.34 $ 0.13 $ 0.13 |
Schedule of class A common stock subject to redemption | Gross proceeds of Public Offering $ 340,930,000 Less: Proceeds allocated to Public Warrants (11,935,000 ) Offering costs (19,018,000 ) Plus: Accretion of carrying value to redemption value at inception 30,953,000 Subtotal at date of Public Offering and December 31, 2021 340,930,000 Plus: Accretion of carrying value to redemption value subsequent December 31, 2021 3,468,000 Class A common stock subject to redemption at December 31, 2022 $ 344,398,000 |
Trust Account and Fair Value _2
Trust Account and Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trust Account and Fair Value Measurement [Abstract] | |
Schedule of identical assets or liabilities | December 31, 2022 - Description Quoted Assets: Money market fund $ 344,463,000 December 31, 2021 - Description Quoted Assets: Money market fund $ 340,936,000 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrant Liabilities [Abstract] | |
Schedule of warrant liabilities that are measured at fair value | Description December 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants $ 1,137,000 $ 1,137,000 $ - $ - Private Placement Warrants 721,000 - 721,000 - Derivative warrant liabilities at December 31, 2022 $ 1,858,000 $ 1,137,000 $ 721,000 $ - Description December 31, Quoted Prices Significant Significant Warrant Liabilities: Public Warrants at inception, October 1, 2021 $ 9,546,000 $ 9,546,000 $ - $ - Private Placement Warrants 6,059,000 - 6,059,000 - Derivative warrant liabilities at December 31, 2022 $ 15,605,000 $ 9,546,000 $ 6,059,000 $ - |
Schedule of changes in the fair value of derivative warrant liabilities | Warrant Public Private Fair value at January 1, 2021 - - - Initial measurement on October 1, 2021 $ 17,500,000 $ 10,500,000 $ 7,000,000 Fair value of additional warrants issued on October 21, 2021 2,006,000 1,433,000 573,000 Change in fair value of Public and Private Placement Warrants from October 1, 2021 and October 21, 2021 to December 31, 2021 3,901,000 2,387,000 1,514,000 Transfer to Level 1 during the three months ended December 31, 2021 (9,546,000 ) (9,546,000 ) - Transfer to Level 2 during the three months ended December 31, 2021 (6,059,000 ) - (6,059,000 ) Fair value of Level 3 warrant liabilities as of December 31, 2021 $ - $ - $ - |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Description of Organization and Business Operations (Details) [Line Items] | ||
Proceeds from proposed offering | $ 19,741,000 | |
Deposited in trust account | $ 25,000 | |
Interest paid | $ 100,000 | |
Fair market value percentage | 80% | |
Net tangible assets | $ 5,000,001 | |
Net interest to pay dissolution expenses | 100,000 | |
Private Placement [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Deposited in trust account | $ 340,930,000 | |
Class A Common Stock [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Public per share (in Dollars per share) | $ 10 | |
Trust account amount | $ 340,930,000 | |
Public shares (in Shares) | 34,092,954 | |
Class A Common Stock [Member] | Private Placement Warrants [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Public per share (in Dollars per share) | $ 11.5 | |
Sponsor [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Proceeds from proposed offering | $ 340,930,000 | |
Sponsor [Member] | Private Placement Warrants [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Private placement warrants | $ 10,819,000 | |
Public Offering [Member] | ||
Description of Organization and Business Operations (Details) [Line Items] | ||
Obligation redeem shares, percent | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Cash | $ 1,966,000 | $ 732,000 |
Working capital | $ 401,000 | |
Financial statements year | 1 year | |
Federal depository insurance coverage | $ 250,000 | |
Public offering | 19,741,000 | |
Cost of amount | 990,000 | |
Underwriters discount | 18,750,000 | |
Equity instruments | 19,018,000 | |
Derivative warrant liabilities | (722,000) | |
Income tax expense | $ 0 | $ 920,000 |
Income tax rate, percentage | 0% | 6% |
Deferred tax | $ 80,000 | $ 500,000 |
Net tangible assets | $ 5,000,000 | |
Public shares (in Shares) | 34,092,954 | 34,092,954 |
Public Offering [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Public shares sold (in Shares) | 34,092,954 | |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Aggregate of common stock (in Shares) | 18,576,712 | |
Redeemed per share (in Dollars per share) | $ 10 | |
Shares of common stock (in Shares) | 34,092,954 | |
Business Combination [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Net tangible assets | $ 5,000,001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of net income per share - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Class A [Member] | ||
Basic and diluted net income per share of common stock: | ||
Allocation of income – basic and diluted | $ 1,100,000 | $ 11,479,000 |
Basic and diluted weighted average share of common stock: (in Shares) | 8,276,000 | 34,093,000 |
Basic and diluted net income per share of common stock | $ 0.13 | $ 0.34 |
Class B [Member] | ||
Basic and diluted net income per share of common stock: | ||
Allocation of income – basic and diluted | $ 1,421,000 | $ 3,826,000 |
Basic and diluted weighted average share of common stock: (in Shares) | 10,679,000 | 11,364,000 |
Basic and diluted net income per share of common stock | $ 0.13 | $ 0.34 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of class A common stock subject to redemption | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Class ACommon Stock Subject To Redemption Abstract | |
Gross proceeds of Public Offering | $ 340,930,000 |
Less: Proceeds allocated to Public Warrants | (11,935,000) |
Offering costs | (19,018,000) |
Plus: Accretion of carrying value to redemption value at inception | 30,953,000 |
Subtotal at date of Public Offering and December 31, 2021 | 340,930,000 |
Plus: Accretion of carrying value to redemption value subsequent December 31, 2021 | 3,468,000 |
Class A common stock subject to redemption at December 31, 2022 | $ 344,398,000 |
Public Offering (Details)
Public Offering (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2021 | Oct. 21, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Oct. 31, 2021 | |
Public Offering (Details) [Line Items] | ||||||
Purchase additional Units | 4,500,000 | |||||
Underwriters’ exercised shares | 4,092,954 | |||||
Aggregate amount (in Dollars) | $ 11,933,000 | |||||
Deferred discount percentage | 3.50% | |||||
Deposited in trust account (in Dollars) | $ 340,930,000 | |||||
purchased of aggregate | 321.1 | 321.1 | ||||
Aggregate price per share | 49% | 49% | ||||
Purchase price per share (in Dollars per share) | $ 0.002 | $ 0.002 | ||||
IPO [Member] | ||||||
Public Offering (Details) [Line Items] | ||||||
Sale of units | 34,092,954 | |||||
Price per share (in Dollars per share) | $ 10 | |||||
Over-Allotment Option [Member] | ||||||
Public Offering (Details) [Line Items] | ||||||
Warrants shares issued | 4,092,954 | |||||
Underwriters discount percentage | 2% | |||||
Aggregate amount (in Dollars) | $ 6,819,000 | |||||
Private Placement Warrants [Member] | ||||||
Public Offering (Details) [Line Items] | ||||||
Public offering (in Dollars) | 10,819,000 | |||||
Per warrant (in Dollars per share) | $ 1.5 | $ 1.5 | ||||
Class A Common Stock [Member] | ||||||
Public Offering (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | 11.5 | |||||
Common stock par value (in Dollars per share) | $ 0.0001 | |||||
Other Anchor Investors [Member] | Private Placement Warrants [Member] | ||||||
Public Offering (Details) [Line Items] | ||||||
Purchase shares | 4,853,177 | 4,853,177 | ||||
Business Combination [Member] | ||||||
Public Offering (Details) [Line Items] | ||||||
Business combination costs (in Dollars) | $ 340,930,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Oct. 01, 2021 | Aug. 31, 2021 | Jan. 31, 2021 | Sep. 30, 2021 | Jul. 31, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||||||
Subject to forfeiture shares | 562,500 | ||||||||
Aggregate founder shares | 150,000 | 150,000 | |||||||
Dividend of founder share | 1 | ||||||||
Aggregate founder shares | 11,500,000 | ||||||||
Percentage of issued and outstanding shares | 25% | ||||||||
Founder shares forfeited | 135,682 | ||||||||
Exceeds per share (in Dollars per share) | $ 12 | ||||||||
Price per warrant (in Dollars per share) | $ 1.5 | ||||||||
Aggregate purchase amount (in Dollars) | $ 10,819,000 | ||||||||
Purchased an aggregate | 321.1 | 321.1 | |||||||
Reference value per share (in Dollars per share) | $ 18 | ||||||||
Aggregate amount (in Dollars) | $ 500,000 | ||||||||
Borrowed amount (in Dollars) | $ 195,000 | ||||||||
Converted into warrants amount (in Dollars) | $ 1,500,000 | ||||||||
Amount payable (in Dollars) | $ 45,000 | $ 180,000 | |||||||
Description of business combination | Also, commencing on September 29, 2021, the Company began to compensate each of its President and Chief Operating Officer as well as its Chief Financial Officer $29,000 per month prior to the consummation of the Company’s initial Business Combination, of which $14,000 per month is payable upon the completion of the Company’s initial Business Combination and $15,000 per month is payable currently for their services. In addition, in January 2022, the Company began to compensate a Vice President $25,000 per month, $12,500 of which is payable upon the completion of the Company’s initial Business Combination and $12,500 of which is payable currently for his services. An aggregate of approximately $996,000 and $178,000, respectively, was charged to operations for the year ended December 31, 2022 for the period from January 22, 2021 (inception) to December 31, 2021. Deferred compensation - related parties includes approximately $570,000 and $84,000, under these obligation at December 31, 2022 and December 31, 2021, respectively. | ||||||||
Private Placement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Private placement aggregate shares | 7,212,394 | ||||||||
Price per warrant (in Dollars per share) | $ 1.5 | ||||||||
Private Placement Warrants [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase shares | 2,359,217 | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchased value (in Dollars) | $ 25,000 | ||||||||
Per share (in Dollars per share) | $ 0.006 | ||||||||
Sponsor agreed to forfeit shares | 1,500,000 | ||||||||
Class B Common Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase shares | 4,312,500 | ||||||||
Class A Common Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase price per share (in Dollars per share) | $ 10 | ||||||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchase price per share (in Dollars per share) | $ 11.5 | ||||||||
Other Anchor Investors [Member] | Private Placement Warrants [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Purchased an aggregate | 4,853,177 | ||||||||
Hennessy Capital Group LLC [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Office space, utilities and secretarial and administrative expenses (in Dollars) | $ 15,000 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Subject to forfeiture shares | 1,500,000 | ||||||||
Effected a stock dividend (in Dollars) | $ 0.33333333 |
Trust Account and Fair Value _3
Trust Account and Fair Value Measurement (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Trust Account and Fair Value Measurement [Abstract] | |
Deposited into the Trust Account | $ 340,930,000 |
Treasury bills maturity | 185 days |
Withdrew fund payment | $ 1,261,000 |
Trust Account and Fair Value _4
Trust Account and Fair Value Measurement (Details) - Schedule of identical assets or liabilities - Quoted Price Prices in Active Markets (Level 1) [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Money market fund | $ 344,463,000 | |
Assets: | ||
Money market fund | $ 340,936,000 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Warrant Liabilities (Details) [Line Items] | ||
Warrants outstanding shares | 18,576,712 | 18,576,712 |
Warrant issuance costs (in Dollars) | $ 722,000 | |
Public warrant active market per share (in Dollars per share) | $ 0.84 | $ 0.1 |
Public warrants outstanding | 11,364,318 | 11,364,318 |
Exercise price (in Dollars per share) | $ 11.5 | |
Business combination year | 5 years | |
Initial business combination description | 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 the initial 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 Company’s initial stockholders or their affiliates or the Anchor Investors (as defined below), without taking into account any Founder Shares or Warrants held by the Company’s initial stockholders or such affiliates, as applicable, or the Anchor Investors, 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 the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial 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 greater 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. | |
Redemption 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 for cash (except as described herein 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; and ●if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 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 (the “Reference Value”). | |
Public Warrants [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Warrants outstanding shares | 11,364,318 | 11,364,318 |
Private Placement Warrants [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Warrants outstanding shares | 7,212,394 | 7,212,394 |
Redemption 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 (except as described with respect to the Private Placement 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 determined by reference to an agreed table based on the redemption date and the fair market value of the shares of Class A common stock; ●if, and only if, the closing price of the shares of Class A common stock equals or exceeds $10.00 per public share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders; and ●if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its Warrants) as the outstanding Warrants. | |
Class A Common Stock [Member] | Private Placement Warrants [Member] | ||
Warrant Liabilities (Details) [Line Items] | ||
Purchase warrants | 7,212,394 |
Warrant Liabilities (Details) -
Warrant Liabilities (Details) - Schedule of warrant liabilities that are measured at fair value - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Warrant Liabilities: | ||
Public Warrants | $ 9,546,000 | $ 1,137,000 |
Private Placement Warrants | 6,059,000 | 721,000 |
Derivative warrant liabilities at December 31, 2022 | 15,605,000 | 1,858,000 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Warrant Liabilities: | ||
Public Warrants | 9,546,000 | 1,137,000 |
Private Placement Warrants | ||
Derivative warrant liabilities at December 31, 2022 | 9,546,000 | 1,137,000 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Warrant Liabilities: | ||
Public Warrants | ||
Private Placement Warrants | 6,059,000 | 721,000 |
Derivative warrant liabilities at December 31, 2022 | 6,059,000 | 721,000 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Warrant Liabilities: | ||
Public Warrants | ||
Private Placement Warrants | ||
Derivative warrant liabilities at December 31, 2022 |
Warrant Liabilities (Details)_2
Warrant Liabilities (Details) - Schedule of changes in the fair value of derivative warrant liabilities | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Warrant Liabilities [Member] | |
Warrant Liabilities (Details) - Schedule of changes in the fair value of derivative warrant liabilities [Line Items] | |
Fair value at January 1, 2021 | |
Initial measurement on October 1, 2021 | 17,500,000 |
Fair value of additional warrants issued on October 21, 2021 | 2,006,000 |
Change in fair value of Public and Private Placement Warrants from October 1, 2021 and October 21, 2021 to December 31, 2021 | 3,901,000 |
Fair value of Level 3 warrant liabilities as of December 31, 2021 | |
Public Warrant [Member] | |
Warrant Liabilities (Details) - Schedule of changes in the fair value of derivative warrant liabilities [Line Items] | |
Fair value at January 1, 2021 | |
Initial measurement on October 1, 2021 | 10,500,000 |
Fair value of additional warrants issued on October 21, 2021 | 1,433,000 |
Change in fair value of Public and Private Placement Warrants from October 1, 2021 and October 21, 2021 to December 31, 2021 | 2,387,000 |
Fair value of Level 3 warrant liabilities as of December 31, 2021 | |
Private Placement Warrants [Member] | |
Warrant Liabilities (Details) - Schedule of changes in the fair value of derivative warrant liabilities [Line Items] | |
Fair value at January 1, 2021 | |
Initial measurement on October 1, 2021 | 7,000,000 |
Fair value of additional warrants issued on October 21, 2021 | 573,000 |
Change in fair value of Public and Private Placement Warrants from October 1, 2021 and October 21, 2021 to December 31, 2021 | 1,514,000 |
Fair value of Level 3 warrant liabilities as of December 31, 2021 | |
Fair Value, Inputs, Level 1 [Member] | Warrant Liabilities [Member] | |
Warrant Liabilities (Details) - Schedule of changes in the fair value of derivative warrant liabilities [Line Items] | |
Transfer to during the three months ended December 31, 2021 | (9,546,000) |
Fair Value, Inputs, Level 1 [Member] | Public Warrant [Member] | |
Warrant Liabilities (Details) - Schedule of changes in the fair value of derivative warrant liabilities [Line Items] | |
Transfer to during the three months ended December 31, 2021 | (9,546,000) |
Fair Value, Inputs, Level 1 [Member] | Private Placement Warrants [Member] | |
Warrant Liabilities (Details) - Schedule of changes in the fair value of derivative warrant liabilities [Line Items] | |
Transfer to during the three months ended December 31, 2021 | |
Fair Value, Inputs, Level 2 [Member] | Warrant Liabilities [Member] | |
Warrant Liabilities (Details) - Schedule of changes in the fair value of derivative warrant liabilities [Line Items] | |
Transfer to during the three months ended December 31, 2021 | (6,059,000) |
Fair Value, Inputs, Level 2 [Member] | Public Warrant [Member] | |
Warrant Liabilities (Details) - Schedule of changes in the fair value of derivative warrant liabilities [Line Items] | |
Transfer to during the three months ended December 31, 2021 | |
Fair Value, Inputs, Level 2 [Member] | Private Placement Warrants [Member] | |
Warrant Liabilities (Details) - Schedule of changes in the fair value of derivative warrant liabilities [Line Items] | |
Transfer to during the three months ended December 31, 2021 | $ (6,059,000) |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders’ Deficit (Details) [Line Items] | |||
Common stock, shares authorized | 220,000,000 | ||
Founder share (in Dollars per share) | $ 0.33333333 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock share outstanding | |||
Preferred stock share issued | |||
Sponsor [Member] | |||
Stockholders’ Deficit (Details) [Line Items] | |||
Subject to forfeiture shares | 1,500,000 | ||
Class A Common Stock [Member] | |||
Stockholders’ Deficit (Details) [Line Items] | |||
Common stock, shares authorized | 200,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock voting rights | one | ||
Common stock subject to redemption, shares issued | 34,092,954 | 34,092,954 | |
Common stock subject to redemption, shares outstanding | 34,092,954 | 34,092,954 | |
Class B Common Stock [Member] | |||
Stockholders’ Deficit (Details) [Line Items] | |||
Common stock, shares authorized | 20,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock voting rights | one | ||
Common stock forfeited shares (in Dollars) | $ 135,682 | ||
Common stock shares outstanding | 11,364,318 | 11,364,318 | |
Class B Common Stock [Member] | Sponsor [Member] | |||
Stockholders’ Deficit (Details) [Line Items] | |||
Aggregate of shares | 11,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended |
Aug. 16, 2022 | |
Commitments and Contingencies (Details) [Line Items] | |
Excise tax percentage | 1% |
IR Act [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Excise tax percentage | 1% |