Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 07, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Carmell Corporation | |
Entity Central Index Key | 0001842939 | |
Entity File Number | 001-40228 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2403 Sidney Street | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Pittsburgh | |
Entity Address, Postal Zip Code | 15203 | |
City Area Code | 919 | |
Local Phone Number | 313-9633 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | CTCX | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 19,236,305 | |
Entity Address, State or Province | PA | |
Current Fiscal Year End Date | --12-31 | |
Entity Tax Identification Number | 86-1645738 | |
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | |
Trading Symbol | CTCXW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 10,243 | $ 187,664 |
Prepaid expenses | 54,188 | 97,538 |
Total current assets | 64,431 | 285,202 |
Marketable securities held in Trust Account | 160,236,494 | 156,693,598 |
Total assets | 160,300,925 | 156,978,800 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,815,180 | 1,258,337 |
Income taxes payable | 1,123,151 | 391,198 |
Total current liabilities | 4,110,061 | 1,681,514 |
Deferred underwriting fees payable | 0 | 5,405,436 |
Total liabilities | 4,110,061 | 7,086,950 |
Commitments and Contingencies (Note 5) | ||
Shareholders' equity (deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (2,402,891) | (6,018,111) |
Total shareholders' deficit | (2,402,459) | (6,017,679) |
Total Liabilities and Shareholders' Deficit | 160,300,925 | 156,978,800 |
Related Party [Member] | ||
Current liabilities: | ||
Due to related party | 171,730 | 31,979 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 15,444,103 shares issued and outstanding subject to possible redemption | 158,593,323 | 155,909,529 |
Shareholders' equity (deficit): | ||
Common stock value | 46 | 46 |
Common Class B [Member] | ||
Shareholders' equity (deficit): | ||
Common stock value | $ 386 | $ 386 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 100,000,000 | 100,000,000 |
Temporary Equity, Shares Issued | 15,444,103 | 15,444,103 |
Temporary Equity, Shares Outstanding | 15,444,103 | 15,444,103 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 463,882 | 463,882 |
Common stock shares outstanding | 463,882 | 463,882 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 10,000,000 | 10,000,000 |
Common stock shares issued | 3,861,026 | 3,861,026 |
Common stock shares outstanding | 3,861,026 | 3,861,026 |
Condensed Consolidated Stateme
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
General and administrative expenses | $ 1,161,478 | $ 285,876 | $ 1,917,944 | $ 821,018 |
Loss from operations | (1,161,478) | (285,876) | (1,917,944) | (821,018) |
Other income: | ||||
Dividend and interest income | 1,867,614 | 205,296 | 3,543,475 | 212,908 |
Income (Loss) before income taxes | 706,136 | (80,580) | 1,625,531 | (608,110) |
Income tax provision | (388,625) | (266,406) | (731,953) | (266,406) |
Net Income (Loss) | $ 317,511 | $ (346,986) | $ 893,578 | $ (874,516) |
Class A Common Stock Not Subject To Possible Redemption [Member] | ||||
Other income: | ||||
Weighted average shares outstanding , Basic | 463,882 | 463,882 | 463,882 | 463,882 |
Weighted average shares outstanding , Diluted | 463,882 | 463,882 | 463,882 | 463,882 |
Basic net loss per share | $ 0.02 | $ (0.02) | $ 0.05 | $ (0.04) |
Diluted net loss per share | $ 0.02 | $ (0.02) | $ 0.05 | $ (0.04) |
Common Class B [Member] | ||||
Other income: | ||||
Net Income (Loss) | $ 62,012 | $ (67,769) | $ 174,522 | $ (170,799) |
Weighted average shares outstanding , Basic | 3,861,026 | 3,861,026 | 3,861,026 | 3,861,026 |
Weighted average shares outstanding , Diluted | 3,861,026 | 3,861,026 | 3,861,026 | 3,861,026 |
Basic net loss per share | $ 0.02 | $ (0.02) | $ 0.05 | $ (0.04) |
Diluted net loss per share | $ 0.02 | $ (0.02) | $ 0.05 | $ (0.04) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) | Total | Class A Common Stock Subject To Possible Redemption [Member] | Common Class A [Member] | Common Class B [Member] | Common Stock [Member] Class A Common Stock Subject To Possible Redemption [Member] | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2021 | $ (4,762,268) | $ 154,449,121 | $ 46 | $ 386 | $ (4,762,700) | |||
Beginning Balance (in Shares) at Dec. 31, 2021 | 15,144,103 | 463,882 | 3,861,026 | |||||
Change in redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned | (7,612) | $ 7,612 | (7,612) | |||||
Net Income (loss) | (527,530) | (527,530) | ||||||
Ending Balance at Mar. 31, 2022 | (5,297,410) | $ 154,456,733 | $ 46 | $ 386 | (5,927,842) | |||
Ending Balance (in Shares) at Mar. 31, 2022 | 15,144,103 | 463,882 | 3,861,026 | |||||
Beginning Balance at Dec. 31, 2021 | (4,762,268) | $ 154,449,121 | $ 46 | $ 386 | (4,762,700) | |||
Beginning Balance (in Shares) at Dec. 31, 2021 | 15,144,103 | 463,882 | 3,861,026 | |||||
Net Income (loss) | (874,516) | $ (683,196) | $ (20,521) | $ (170,799) | ||||
Ending Balance at Jun. 30, 2022 | (5,644,396) | $ 154,456,733 | $ 46 | $ 386 | (5,644,828) | |||
Ending Balance (in Shares) at Jun. 30, 2022 | 15,144,103 | 463,882 | 3,861,026 | |||||
Beginning Balance at Mar. 31, 2022 | (5,297,410) | $ 154,456,733 | $ 46 | $ 386 | (5,927,842) | |||
Beginning Balance (in Shares) at Mar. 31, 2022 | 15,144,103 | 463,882 | 3,861,026 | |||||
Net Income (loss) | (346,986) | (271,075) | (8,142) | (67,769) | (346,986) | |||
Ending Balance at Jun. 30, 2022 | (5,644,396) | $ 154,456,733 | $ 46 | $ 386 | (5,644,828) | |||
Ending Balance (in Shares) at Jun. 30, 2022 | 15,144,103 | 463,882 | 3,861,026 | |||||
Beginning Balance at Dec. 31, 2022 | (6,017,679) | $ 155,909,529 | $ 46 | $ 386 | (6,018,111) | |||
Beginning Balance (in Shares) at Dec. 31, 2022 | 15,444,103 | 463,882 | 3,861,026 | |||||
Deferred underwriting fees waiver | 5,405,436 | 5,405,436 | ||||||
Change in redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned | (1,271,465) | $ 1,271,465 | (1,271,465) | |||||
Net Income (loss) | 576,067 | 576,067 | ||||||
Ending Balance at Mar. 31, 2023 | (1,307,641) | $ 157,180,994 | $ 46 | $ 386 | (1,308,073) | |||
Ending Balance (in Shares) at Mar. 31, 2023 | 15,444,103 | 463,882 | 3,861,026 | |||||
Beginning Balance at Dec. 31, 2022 | (6,017,679) | $ 155,909,529 | $ 46 | $ 386 | (6,018,111) | |||
Beginning Balance (in Shares) at Dec. 31, 2022 | 15,444,103 | 463,882 | 3,861,026 | |||||
Net Income (loss) | 893,578 | 698,088 | 20,968 | 174,522 | ||||
Ending Balance at Jun. 30, 2023 | (2,402,459) | $ 158,593,323 | $ 46 | $ 386 | (2,402,891) | |||
Ending Balance (in Shares) at Jun. 30, 2023 | 15,444,103 | 463,882 | 3,861,026 | |||||
Beginning Balance at Mar. 31, 2023 | (1,307,641) | $ 157,180,994 | $ 46 | $ 386 | (1,308,073) | |||
Beginning Balance (in Shares) at Mar. 31, 2023 | 15,444,103 | 463,882 | 3,861,026 | |||||
Change in redemption value of Class A Common stock subject to possible redemption due to dividend and interest income earned | (1,412,329) | $ 1,412,329 | (1,412,329) | |||||
Net Income (loss) | 317,511 | $ 248,049 | $ 7,450 | $ 62,012 | 317,511 | |||
Ending Balance at Jun. 30, 2023 | $ (2,402,459) | $ 158,593,323 | $ 46 | $ 386 | $ (2,402,891) | |||
Ending Balance (in Shares) at Jun. 30, 2023 | 15,444,103 | 463,882 | 3,861,026 |
Condensed Consolidated State_2
Condensed Consolidated Statement of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 893,578 | $ (874,516) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Interest earned in trust account | (3,542,896) | (212,908) |
Changes in current assets and liabilities: | ||
Prepaid expenses | 43,350 | 134,769 |
Accounts payable and accrued expenses | 1,556,843 | 492,053 |
Due to related party | 139,751 | (714) |
Income taxes payable | 731,953 | 266,406 |
Net cash used in operating activities | (177,421) | (194,910) |
Cash Flows from Financing Activities: | ||
Payment of offering costs | 0 | (27,785) |
Net Change in Cash | (177,421) | (222,695) |
Cash – beginning of period | 187,664 | 774,192 |
Cash—end of period | 10,243 | 551,497 |
Supplemental Disclosure of cash flow information: | ||
Deferred underwriting fees waiver | 5,405,436 | 0 |
Accretion of the interest earned in trust account | $ 2,683,794 | $ 7,612 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1—Organization and Business Operations Carmell Corporation (successor to Alpha Healthcare Acquisition Corp. III) (the “Company” or “Carmell”) is a blank check company formed in January 2021, 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 Company has selected December 31 as its fiscal year end. Name change On August 1, 2023, the Company filed an amendment to its Charter with the Delaware Secretary of State to change its name to “Carmell Corporation.” Business Combination with Carmell Therapeutics Corporation On July 14, 2023 (the “Closing Date”), Alpha Healthcare Acquisition Corp. III, a Delaware corporation and the predecessor company (“ALPA”), consummated the business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of January 4, 2023 (the “Business Combination Agreement”), by and among ALPA, Candy Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Carmell Therapeutics Corporation, a Delaware corporation (“Legacy Carmell”). Pursuant to the Business Combination Agreement, on the Closing Date, (i) ALPA changed its name to “Carmell Therapeutics Corporation” and Legacy Carmell changed its name to “Carmell Regen Med Corporation”, and (ii) Merger Sub merged with and into Legacy Carmell, with Legacy Carmell as the surviving company in the Business Combination. After giving effect to the Business Combination, Legacy Carmell became a wholly owned subsidiary of the Company. Pursuant to the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of common stock of Legacy Carmell (the “Legacy Carmell common stock”) was converted into the right to receive a number of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) equal to the applicable Exchange Ratio (as defined below); (ii) each outstanding share of preferred stock of Legacy Carmell was converted into the right to receive the aggregate number of shares of Common Stock that would be issued upon conversion of the underlying Legacy Carmell common stock, multiplied by the applicable Exchange Ratio; (iii) each outstanding option and warrant to purchase Legacy Carmell common stock was converted into an option or warrant, as applicable, to purchase a number of shares of Common Stock equal to the number of shares of Legacy Carmell common stock subject to such option or warrant multiplied by the applicable Exchange Ratio; and (iv) each outstanding share of ALPA Class A common stock and each share of ALPA Class B common stock was converted into one share of Common Stock. As of the Closing Date, the Exchange Ratio with respect to the Legacy Carmell common stock was 0.06154 and the Exchange Ratio with respect to each other outstanding derivative equity security of Legacy Carmell was between 0.06684 and 0.10070. On July 11, 2023, the record date for the Special Meeting of stockholders to approve the Business Combination (the “Special Meeting”), there were 19,305,129 shares of ALPA’s common stock, par value $0.0001 per share, issued and outstanding, consisting of (i) 15,444,103 public shares of Class A common stock and (ii) 3,861,026 shares of Class B common stock held by the Sponsor. In addition, on the closing date of ALPA’s initial public offering (“IPO”), ALPA had issued 455,000 warrants to purchase Class A common stock to AHAC Sponsor III LLC, its sponsor (the “Sponsor”), in a private placement (the “Private Placement Warrants”). Prior to the Special Meeting, holders of 12,586,223 shares of ALPA Class A common stock included in the units issued in ALPA’s IPO (excluding 1,705,959 shares of the common stock purchased by Meteora (as defined below) directly from the redeeming stockholders under the Forward Purchase Agreement (as defined below)) exercised their right to redeem those shares for cash at a price of approximately $10.28 per share (net of the withholding for federal and franchise tax liabilities), for an aggregate of approximately $129,374,372. The per share redemption price was paid out of ALPA’s trust account (the “Trust Account”), which, after taking into account the redemptions, but before any transaction expense, had a balance at the Closing Date of $29,376,282. On July 17, 2023, the common stock and warrants of the combined company commenced trading on the Nasdaq Capital Market under the ticker symbols “CTCX” and “CTCXW”, respectively. In connection with the consummation of the Business Combination, nine new directors were elected to the Company’s board of directors. Forward Purchase Agreement On July 9, 2023, ALPA and each of Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MCP, MSOF, and MSTO collectively as the “Sellers” or “Meteora”) entered into a forward purchase agreement (the “Forward Purchase Agreement”) for an OTC Equity Prepaid Forward Transaction. The primary purpose of entering into the Forward Purchase Agreement was to help ensure the Business Combination would be consummated. Pursuant to the terms of the Forward Purchase Agreement, at the closing of the Business Combination, the Sellers purchased directly from the redeeming shareholders of ALPA 1,705,959 shares of ALPA’s common stock (the “Recycled Shares”) at a price of $10.28 per share, which is the price equal to the redemption price at which holders of ALPA’s common stock were permitted to redeem their shares in connection with the Business Combination pursuant to Section 9.2(a) of ALPA’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”) (such price, the “Initial Price”). In accordance with the terms of the Forward Purchase Agreement, at the Closing Date, the Sellers paid directly an aggregate cash amount equal to (x) the product of (i) the Recycled Shares and (ii) the Initial Price, or $17,535,632. The settlement date will be the earliest to occur of (a) the first anniversary of the Closing Date, (b) after the occurrence of (x) a Delisting Event or (y) a Registration Failure, upon the date specified by Meteora in a written notice delivered to the Company at Meteora’s discretion (which settlement date shall not be earlier than the date of such notice). The transaction will be settled via physical settlement. Any Shares not sold in accordance with the early termination provisions described below will incur a $0.50 per share termination fee payable by the Company to Meteora at settlement. From time to time and on any date following the Business Combination (any such date, an “OET Date”) and subject to the terms and conditions below, Meteora may, in its absolute discretion, and so long as the daily volume-weighted average price (“VWAP Price”) of the Shares is equal to or exceeds the Reset Price (as defined in the Forward Purchase Agreement), terminate the transaction in whole or in part by providing written notice (an “OET Notice”) in accordance with the terms of the Forward Purchase Agreement. The effect of an OET Notice given shall be to reduce the number of shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, the Company shall be entitled to an amount from Meteora, and Meteora shall pay to the Company an amount equal to the product of (x) the number of Terminated Shares multiplied by (y) the Initial Price in respect of such OET Date. The Reset Price is initially $11.50 and subject to a $11.50 floor (the “Reset Price Floor”). The Reset Price shall be adjusted on the first scheduled trading day of every week commencing with the first week following the seventh day after the closing of the Business Combination to be the lowest of (a) the then-current Reset Price, and (b) the VWAP Price of the shares of the Company’s common stock of the prior week; provided that the Reset Price shall be no lower than the Reset Price Floor. On July 9, 2023, in connection with the Forward Purchase Agreement, the Sellers entered into a Non-Redemption Agreement with Investor Rights and Lock-Up At the Effective Time, ALPA and certain of the Legacy Carmell stockholders and ALPA stockholders entered into an Investor Rights and Lock-up Lock-up during the one-year lock-up “Lock-Up Lock-up During the Lock-up Lock-up Lock-up Lock-up The Sponsor further agreed not to effect any sale or distribution of fifty percent (50%) of the Founder Shares (as defined below) until the earliest to occur of (x) five years following the Closing Date, (y) if the volume weighted average price of the Company’s common stock on the national securities exchange on which the common stock is then traded is greater than or equal to $11.50 over any 20 trading days within any 30 trading day period following the Closing Date, then, commencing at least 150 days after the Closing Date and (z) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Legacy Carmell’s stockholders having the right to exchange their shares of Class A common stock subject thereto for cash, securities or other property. Long-Term Incentive Plan At the Special Meeting, ALPA stockholders approved the Carmell Therapeutics Corporation 2023 Long-Term Incentive Plan (the “2023 Plan”), which became effective on the Closing Date. The 2023 Plan allows the Company to grant equity and cash incentive awards to eligible service providers. The 2023 Plan will be administered by the Company’s compensation committee. The administrator of the 2023 Plan will have the authority to, among other things, interpret the plan and award agreements, select grantees, determine the vesting, payment and other terms of awards, and modify or amend awards, and accelerate vesting or exercisability of awards. Operations Prior to Business Combination with Carmell Therapeutics Corporation As of June 30, 2023, the Company had not yet commenced any operations. All activity from January 21, 2021 (inception) through June 30, 2023 relates to the Company’s formation, the IPO, and activities to identify a target business and the negotiation and drafting of the Business Combination Agreement. Since the IPO, the Company has not generated any operating revenues. The registration statement for the Company’s IPO was declared effective on July 26, 2021. On July 29, 2021, the Company issued and sold 15,000,000 units (the “Public Units” and, with respect to the shares of Class A common stock included in the Public Units sold, the “Public Shares”), at $10.00 per Public Unit, generating gross proceeds of $150,000,000, which is described in Note 3. In connection with the IPO, the Company also granted the underwriters a 45-day Simultaneously with the closing of the IPO, the Company consummated the sale of 455,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,550,000, which is described in Note 4. Each Private Placement Unit contains one share of Class A common stock (the “Private Placement Share”) and one fourth of one warrant (one whole warrant, a “Private Placement Warrant”). Transaction costs of the IPO amounted to $3,461,151, consisting of $3,000,000 of underwriting fees and $461,151 of other offering costs. The Company also accrued deferred underwriting fees of $5,250,000 that were to be paid only if a Business Combination was consummated. In March 2023, the underwriters agreed to waive the deferred underwriting fees. In addition, cash of $1,550,000 was held outside of the Trust Account and was available for the payment of offering costs and for working capital purposes. In connection with the IPO, the Sponsor also transferred to certain investors a total of 225,000 Founder shares (“Non-Risk Non-Risk In connection with the IPO, the Sponsor also transferred to certain other investors the total of 600,900 Founder shares (see Note 4) (“Risk Incentive Private Shares”) as compensation for their commitment to acquire at least 9.9% of the Public Units sold in the IPO. These Risk Incentive Private Shares were subject to forfeiture if the investors sell their Public Units prior to the closing of the initial Business Combination. The fair value of these Risk Incentive Private Shares is equal to the fair value of the Non-Risk On August 3, 2021, the Underwriters partially exercised their overallotment option and purchased 444,103 additional Public Units for a total amount of $4,441,030 resulting from the partial over-allotment exercise. The Company also issued 8,882 Private Placement Units, generating an additional $88,820 in gross proceeds. Transaction costs related to the Underwriters’ partial over-allotment exercise amounted to $92,070, consisting of $88,820 of underwriting fees and $3,250 of other offering costs. The Company has also accrued additional deferred underwriting fees of $155,436 that were to be paid only if a business combination is entered into. In March 2023, the underwriters agreed to waive these deferred underwriting fees. The total issuance costs of $10,145,105 were allocated to the Class A common stock subject to possible redemption and the Public Warrants based on their relative fair values, with $9,905,857 to the Class A common stock subject to possible redemption and $239,247 to the Public Warrants. Following the closing of the IPO on July 29, 2021, an amount of $154,441,030 ($10.00 per Public Unit) from the net proceeds of the sale of the Public Units in the IPO, including the Public Units sold upon the exercise of the over-allotment option, and the sale of the Private Placement Units, was placed in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 and franchise taxes pre-initial The Company’s business combination had to be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a business combination. The Company provided its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, as required by the Company’s Charter. The Company’s Charter provides that the decision as to whether the Company will seek shareholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company solely in its discretion. The shareholders were entitled to redeem their shares at a per-share the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest (net of taxes payable), divided by the number of then outstanding public shares. The per-share The Company could only proceed with the Business Combination if the Company had net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, since the Company sought shareholder approval, a majority of the issued and outstanding shares voted were required to vote in favor of the Business Combination. Pursuant to its Charter, if the Company was unable to conduct redemptions pursuant to the proxy solicitation rules as described above, the Company would offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor had previously agreed (i) to waive its redemption rights with respect to any Founder Shares, Private Placement Shares and public shares held by it in connection with the completion of the Business Combination, (ii) to waive its rights to liquidating distributions from the Trust Account with respect to any Founder Shares or Private Placement Shares held by it if the Company fails to complete its Business Combination within the Combination Period, although the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any public shares it holds if the Company fails to complete its Business Combination within such time period, (iii) not to propose any amendment to the Company’s amended and restated certificate of incorporation that would modify the substance or timing of its obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the Combination Period or with respect to any other material provisions relating to shareholders’ rights or pre-initial The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the public offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Going Concern As of June 30, 2023, the Company had cash outside the Trust Account of $10,243 available for working capital needs. The cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem common stock. Up to $100,000 of interest and dividends earned in the Trust Account are available to pay dissolution expenses, if necessary, and the Company may withdraw dividend and interest income earned in the Trust Account to pay income and franchise taxes. As of June 30, 2023 and December 31, 2022, none of the principal amount in the Trust Account was withdrawn as described above. On July 14, 2023, in connection with the closing of the Business Combination, $1,682,996 of dividend and interest income earned in the Trust Account was withdrawn to satisfy federal tax and franchise tax obligations. Through June 30, 2023, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the sale of Private Placement Units held outside of the Trust Account, totaling $10,243 as of June 30, 2023. As of June 30, 2023, the Company had cash, negative working capital and an accumulated deficit of $10,243, ($4,045,630) and $2,402,891, respectively. At the Closing Date, the Company received $29,376,282 from the Trust account, after taking into account the redemptions but before any transaction expenses and tax liabilities, and remitted $17,535,632 to Meteora under the terms of the Forward Purchase Agreement. Due to its current liabilities for taxes and transaction costs in relation to the Business Combination and potential liabilities under the AxBio Merger Agreement (as defined and discussed in Note 9), the cash available to the Company may not be sufficient to allow the Company to operate for at least 12 months from the date these financial statements are available for issuance. The Company may need to raise additional capital through equity or debt issuances. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As disclosed in the Company’s Form 8-K The Notice stated that the Company had 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. The Company regained compliance with the Minimum Public Holders Rule at the Closing Date. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Form 10-K Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires 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. Actual results could differ from those estimates. Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were substantially held in a money market fund which is comprised of U.S. Treasury Bills, U.S Treasury Coupons, and U.S. Treasury Inflation-Protected Securities. Through June 30, 2023, the Company has not withdrawn any dividend and interest income from the Trust Account to pay its tax obligations. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 15,444,103 shares of Class A common stock subject to possible redemption were classified in temporary equity outside of the shareholders’ equity (deficit) section of the Company’s balance sheet and were immediately accreted to redemption value at the date of the IPO. Derivative Financial Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in 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 meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. The Public Warrants (see Note 3) and Private Warrants (see Note 4) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815. Business Combination Costs Costs incurred in relation to business combinations which include legal, accounting, and other expenses, are expensed as incurred. Net Income (Loss) per Common Stock share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Common Stock shares outstanding during the period. The Company’s condensed consolidated statements of operations include a presentation of net income (loss) per share subject to redemption in a manner similar to the two-class 480-10-S99-3A, The Company’s Public Warrants (see Note 6) and Private Placement Warrants (see Note 6) could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted income (loss) per share because such inclusion would be anti-dilutive as their exercise price was in excess of the average Class A common stock price over the periods presented. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. A reconciliation of net income per share is as follows for the three months ended June 30, 2023: Class A subject to Class A Class B Allocation of undistributable income 248,049 7,450 62,012 Net income to ordinary shares $ 248,049 $ 7,450 $ 62,012 Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net income per share $ 0.02 $ 0.02 $ 0.02 A reconciliation of net income per share is as follows for the six months ended June 30, 2023: Class A subject to Class A Class B Allocation of undistributable income 698,088 20,968 174,522 Net income to ordinary shares $ 698,088 $ 20,968 $ 174,522 Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net income per share $ 0.05 $ 0.05 $ 0.05 A reconciliation of net loss per share is as follows for the three months ended June 30, 2022: Class A subject to Class A Class B Allocation of undistributable losses (271,075 ) (8,142 ) (67,769 ) Net (loss) to Common shares $ (271,075 ) $ (8,142 ) $ (67,769 ) Weighted average shares outstanding, basic and diluted 15,144,103 463,882 3,861,026 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ (0.02 ) A reconciliation of net loss per share is as follows for the six months ended June 30, 2022: Class A subject to Class A Class B Allocation of undistributable losses (683,196 ) (20,521 ) (170,799 ) Net (loss) to Common shares $ (683,196 ) $ (20,521 ) $ (170,799 ) Weighted average shares outstanding, basic and diluted 15,144,103 463,882 3,861,026 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ (0.04 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheet, primarily due to their short-term nature. Fair Value Measurements 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. As of June 30, 2023 and December 31, 2022, the Company held $160,236,494 and $156,693,598, respectively, of Level 1 financial instruments, which are the Company’s marketable securities held in the Trust Account. These assets are measured at fair value on a recurring basis based on quoted market prices for identical securities in the active market. The Company did not hold any other assets or liabilities requiring remeasurement on a recurring or nonrecurring basis as of June 30, 2023 and December 31, 2022. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties related to any uncertain tax benefits as of June 30, 2023 and December 31, 2022. The Company is 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
IPO
IPO | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
IPO | Note 3—IPO On July 29, 2021, the Company sold 15,000,000 Public Units at $10.00 per Public Unit, generating gross proceeds of $150.0 million. Each Public Unit consists of one share of Class A common stock and one-fourth Simultaneously with the closing of the IPO, the Company consummated the sale of 455,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $4,550,000, which is described further in Note 4. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Public Units for the total amount of $4,441,030, received on August 6, 2021. Resulting from the partial over-allotment exercise, the Company also issued 8,882 Private Placement Units, generating additional $88,820 in gross proceeds. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On January 21, 2021, the Sponsor subscribed to purchase 3,593,750 shares of the Company’s common stock, par value $0.0001 per share (the “Founder Shares”) for an aggregate price of $25,000. On January 25, 2021, the Sponsor paid $25,000, or approximately $0.00696 per share, to cover certain offering and formation costs in consideration for 3,593,750 Founder Shares. On March 1, 2021, the Company effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the stock split. On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units out of the total 2,250,000 available under the over-allotments and the forfeiture provisions lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day On July 27, 2021, the Sponsor transferred founder shares to each of Darlene DeRemer, Eugene Podsiadlo, and William Woodward, directors of the Company. The awards vested simultaneously with the closing of the Business Combination as described above, provided the director has continuously served on the Company’s board of directors through the closing of such Business Combination. The awards did not vest for any periods through June 30, 2023. In connection with the IPO, the Sponsor also transferred to certain investors a total of 225,000 Non-Risk Non-Risk In connection with the IPO, the Sponsor also transferred to certain other investors the total of 600,900 Risk Incentive Private Shares as compensation for their commitment to acquire at least 9.9% of the Public Units sold in the IPO. These Risk Incentive Private Shares are subject to forfeiture if the investors sell their Public Units prior to the closing of the initial Business Combination and will be, upon their forfeiture, transferred back to the Sponsor. The fair value of these Risk Incentive Private Shares is equal to the fair value of the Non-Risk The Sponsor, directors and executive officers have agreed not to transfer, assign or sell (i) any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Company’s shares of Class A common stock equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased 455,000 placement units, at a purchase price of $4,550,000, in a private placement. Each Private Placement Unit is identical to the Public Units sold in the IPO except as described below. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Public Offering to be held in the Trust Account. If the Company did not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units would be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). As a result of the partial over-allotment exercise on August 3, 2021, the Company also issued 8,882 Private Placement Units, generating an additional $88,820 in gross proceeds. The Private Placement Units (including the Private Placement Shares, the Private Placement Warrants and Class A common stock issuable upon exercise of such Private Placement Warrants) are not transferable or salable until 30 days after the Closing Date (except, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our Sponsor). Due to Related Party The balances of $171,730 and $31,979 as of June 30, 2023 and December 31, 2022, respectively, represent $81,730 and $1,979, respectively, of general and administrative costs paid by an executive employee and affiliate of the Sponsor on behalf of the Company and $90,000 and $30,000, respectively, of unpaid monthly administrative services fees (as described below). Administrative Service Fee The Company has agreed, commencing on the date that the Company’s securities are first listed on the Nasdaq Capital Market, to pay an affiliate of the Sponsor a monthly fee of an aggregate of $10,000 for office space, administrative and support services. For the three and six months ended June 30, 2023, administrative fees incurred totaled $30,000 and $60,000, respectively. For the three and six months ended June 30, 2022, administrative fees incurred and paid totaled $30,000 and $60,000, respectively. As of June 30, 2023 and December 31, 2022, $90,000 and $30,000, respectively, is owed to the affiliate of the Sponsor for the administrative service fees, included in “due to related party” on the accompanying unaudited condensed consolidated balance sheets. The Company will cease paying these monthly fees at the Closing Date. Related Party Loans In order to finance transaction costs in connection with a business combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. In the event that a Business Combination did not close, the Company would use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would have been used to repay the Working Capital Loans. As of June 30, 2023 and December 31, 2022, there were no written agreements in place for the Working Capital Loans, nor were any amounts loaned to the Company by the Sponsor. Forward Purchase Agreement with Anchor Investors The Company granted to the direct anchor investors an option, in their sole discretion, to subscribe to a forward purchase agreement for up to an aggregate of 60% (up to 10% per direct anchor investor) of the securities sold in one or multiple private placements to close prior to or concurrently with the closing of the initial business combination. The aggregate proceeds from the sale of any securities pursuant to these forward purchase agreements would have been used for purposes related to the initial business combination. Since the issuance of the securities to the investors is contingent upon the closing of an equity financing in relation to the initial Business Combination, and the number of shares to be purchased by the investors is undefined, the terms of the forward purchase agreement will not create an obligation for the Company until such financing occurs. No such financing occurred through the Closing Date. |
Commitments & Contingencies
Commitments & Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5—Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Placement Units, Private Placement Warrants, Class A common stock underlying the Private Placement Warrants and Private Placement Units that may be issued upon conversion of Working Capital Loans (and any shares or Class A common stock issuable upon the exercise of the Private Placement Warrants and Private Placement Units that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement dated July 26, 2021. The holders of these securities are entitled to make unlimited demands that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriters Agreement The Company granted the underwriters a 45-day The underwriters received a cash underwriting discount of two percent (2.0%) of the gross proceeds of the Public Offering, or $3,000,000, paid on July 29, 2021. Additionally, in connection with the partial over-allotment exercise, the underwriters received a cash underwriting discount of two percent (2.0%) of the gross proceeds, or $88,820, paid on August 6, 2021. In addition to the cash underwriting discounts, under the original agreement, the underwriters were entitled to a deferred underwriting fee of three and a half percent (3.5%), or $5,405,436 of the gross proceeds of the Public Offering and the underwriters’ partial over-allotment exercise upon the completion of the Company’s initial Business Combination. On March 20, 2023, the Company received a letter providing notice from the representative of the underwriters, waiving any entitlement to their portion of the $5,405,436 deferred underwriting fee that accrued from their participation as the underwriters of the IPO as they have not been involved in the Business Combination process. This deferred underwriting discount, which previously increased the accumulated deficit due to the accretion of the Class A Common stock subject to possible redemption, was recorded as a recovery in the accumulated deficit during the three months ended March 31, 2023. Subscription Agreements In conjunction with the IPO activities, on July 14, 2021 (the “Inception Date”), the Company and its Sponsor entered into the Subscription Agreements with certain investors. Under these Subscription Agreements, the investors, who received the At Risk Incentive Private Shares, received the right but not the obligation to subscribe, at their sole discretion, to any equity financing associated with the Closing of the Business Combination subject to a maximum of 10% of such offerings’ proceeds, and the right but not the obligation to subscribe, at their sole discretion, at the same terms in the next special purpose acquisition company or other similar entity sponsored by Constellation Alpha Holdings. Since the number of shares or other instruments to be purchased by the investors was unknown as of June 30, 2023, these rights to participate in future offerings do not meet definition of an equity contract. The investors who received the Non Risk Incentive Private Shares also received the right but not the obligation to subscribe, at their sole discretion, to any equity financing associated with the Closing of the Company’s Business Combination subject to a maximum of 10% of such offerings’ proceeds if the Investor still holds their Public Shares at the business combination date. Since the number of shares or other instruments to be purchased by the investors was unknown as of June 30, 2023, these rights to participate in future offerings did not meet definition of an equity contract at that date. These rights lapsed unexercised at the Closing Date. Risks and Uncertainties Results of operations may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The business could be impacted by, among other things, downturns in the financial markets or in economic conditions, inflation, and increases in interest rates. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Shareholder's Equity
Shareholder's Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Shareholder's Equity | Note 6—Shareholder’s Equity Common Stock On March 1, 2021, the Company amended its charter to authorize issuance of 100,000,000 Class A common stock, with a par value of $0.0001 per share, 10,000,000 Class B common stock, with a par value of $0.0001 per share, and 1,000,000 preferred stock, with a par value of $0.0001 per share, and effected a 1:1.2 stock split of its common stock which resulted in an aggregate of 4,312,500 shares of Class B common stock outstanding All shares and per share amounts have been retroactively restated to reflect the stock split. On July 29, 2021, the Company sold 15,000,000 Units, each unit consists of one share of Class A common stock and one-fourth On August 3, 2021, the Underwriters exercised their option to purchase 444,103 additional Units out of the total 2,250,000 available under the over-allotments and the forfeiture term lapsed for 111,026 Founder Shares. The remaining 451,464 Founder Shares were forfeited upon the expiration of the 45-day Both Class A and B shareholders vote together as a single class on all matters submitted to a vote of the Company shareholders, with each share of common stock entitling the holder to one vote. The shares of Class B common stock automatically converted into shares of Class A common stock on the Closing Date of the Business Combination on a one-for-one Preferred Stock Warrants The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the Closing Date of the Business Combination. In addition, if (x) the Company issued additional shares of Class A common stock or equity- linked securities for capital raising purposes in connection with the Closing of the 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 board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), or 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 Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day 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 higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. 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 the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading The Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 — Income Taxes The Company’s effective tax rate (“ETR”) is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related The 2021 and 2022 federal tax returns for the Company remain open for examination. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 8—Stock-based Compensation On July 27, 2021, the Sponsor transferred 25,000 shares of Class B common stock to each of the three independent director nominees as compensation for their service on the board of directors. The awards vested simultaneously with the closing of the Business Combination, provided the director has continuously served on the Company’s board of directors through the closing of the Business Combination. As such, the service period for these awards started on the date we consummated the IPO. As the share awards vested only upon the consummation of the Business Combination, the compensation expense in relation to these grants will be recognized at the Closing Date. As a result, the Company recorded no compensation expense for any periods through June 30, 2023. The fair value of the Founder Shares on the grant date was approximately $5.26 per share. The valuation performed by the Company determined the fair value of the Founder Shares on the date of grant based on the fair value of the Class A shares discounted for a) the probability of a successful business combination, and b) the lack of marketability. The aggregate grant date fair value of the award amounted to approximately $394,000. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events On July 26, 2023, the Company entered into an Agreement and Plan of Merger (the “AxBio Merger Agreement”), by and among the Company, Aztec Merger Sub, Inc. and Axolotl Biologix, Inc. (“AxBio”), which provides for, among other things, the merger of AxBio with and into Aztec Merger Sub, Inc., with AxBio being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company (the “AxBio Acquisition”). Pursuant to the terms of the AxBio Merger Agreement, all of the issued and outstanding shares of AxBio (other than the Dissenting Shares (as defined in the AxBio Merger Agreement) and the shares held in treasury) were cancelled in exchange for aggregate consideration of (i) up to approximately $ million in cash (the “Closing Cash Consideration”), (ii) a number of shares of the Company’s common stock equal to (1) $ million divided by (2) the value weighted average price of the common stock for the consecutive trading days immediately preceding the closing of the AxBio Acquisition (the “VWAP”) (such consideration, the “Closing Share Consideration”), and (iii) up to $ million in cash and up to $ million in shares of common stock that are subject to a performance based earn-out (the “Future Consideration”), subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness, and amounts On August 9, 2023, the Company entered into that certain First Amendment to the AxBio Merger Agreement (the “Amendment”) which amended certain terms of the AxBio Merger Agreement. The Amendment changed the structure of the AxBio Acquisition to provide that, following the merger of AxBio with and into Aztec Merger Sub, Inc., with AxBio surviving, AxBio would merge with and into Axolotl Biologix, LLC, with Axolotl Biologix, LLC being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company, and waived the condition requiring AxBio to deliver its audited financial statements upon closing in exchange for the $8.0 million of Closing Cash Consideration otherwise payable upon closing pursuant to the AxBio Merger Agreement becoming payable and contingent upon receipt of such audited financial statements. On August 9, 2023, the Company completed the AxBio Acquisition. In connection with the closing of the AxBio Acquisition, the Company issued 3,845,337 shares of its common stock and 4,243 shares of a newly designated series of Series A Convertible Voting Preferred Stock, $0.0001 par value per share (the “Preferred Stock”), in exchange for all the issued and outstanding shares of AxBio as part of the consideration paid in connection with the AxBio Acquisition. The Closing Share Consideration was calculated using a 30-day average of daily VWAP of $7.05 per share. In addition to the shares of common stock and the Preferred Stock, the consideration included the Closing Cash Consideration, payable upon delivery of AxBio’s audited financial statements, as well as the Future Consideration. The number of shares of common stock issued at the closing of the AxBio Acquisition is limited to % of the total number of shares of the Company’s common stock issued and outstanding immediately prior to the closing. Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock, which was filed by the Company with the Secretary of State of Delaware on the closing date of the AxBio Acquisition in accordance with Section 151(a) of the Delaware General Corporation Law, each share of Preferred Stock will automatically convert into shares of common stock upon stockholder approval of the issuance of the shares of common stock issuable upon such conversion and shall cease to have any rights other than with respect to conversion. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis Of Accounting Policy And Consolidation [Policy Text Block] | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Form 10-K |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires 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. Actual results could differ from those estimates. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were substantially held in a money market fund which is comprised of U.S. Treasury Bills, U.S Treasury Coupons, and U.S. Treasury Inflation-Protected Securities. Through June 30, 2023, the Company has not withdrawn any dividend and interest income from the Trust Account to pay its tax obligations. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as shareholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 15,444,103 shares of Class A common stock subject to possible redemption were classified in temporary equity outside of the shareholders’ equity (deficit) section of the Company’s balance sheet and were immediately accreted to redemption value at the date of the IPO. |
Derivative Financial Instruments | Derivative Financial Instruments The Company issues warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in 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 meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. The Public Warrants (see Note 3) and Private Warrants (see Note 4) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815. |
Business Combination Costs | Business Combination Costs Costs incurred in relation to business combinations which include legal, accounting, and other expenses, are expensed as incurred. |
Net Income (Loss) per Common Stock share | Net Income (Loss) per Common Stock share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of Common Stock shares outstanding during the period. The Company’s condensed consolidated statements of operations include a presentation of net income (loss) per share subject to redemption in a manner similar to the two-class 480-10-S99-3A, The Company’s Public Warrants (see Note 6) and Private Placement Warrants (see Note 6) could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted income (loss) per share because such inclusion would be anti-dilutive as their exercise price was in excess of the average Class A common stock price over the periods presented. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. A reconciliation of net income per share is as follows for the three months ended June 30, 2023: Class A subject to Class A Class B Allocation of undistributable income 248,049 7,450 62,012 Net income to ordinary shares $ 248,049 $ 7,450 $ 62,012 Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net income per share $ 0.02 $ 0.02 $ 0.02 A reconciliation of net income per share is as follows for the six months ended June 30, 2023: Class A subject to Class A Class B Allocation of undistributable income 698,088 20,968 174,522 Net income to ordinary shares $ 698,088 $ 20,968 $ 174,522 Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net income per share $ 0.05 $ 0.05 $ 0.05 A reconciliation of net loss per share is as follows for the three months ended June 30, 2022: Class A subject to Class A Class B Allocation of undistributable losses (271,075 ) (8,142 ) (67,769 ) Net (loss) to Common shares $ (271,075 ) $ (8,142 ) $ (67,769 ) Weighted average shares outstanding, basic and diluted 15,144,103 463,882 3,861,026 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ (0.02 ) A reconciliation of net loss per share is as follows for the six months ended June 30, 2022: Class A subject to Class A Class B Allocation of undistributable losses (683,196 ) (20,521 ) (170,799 ) Net (loss) to Common shares $ (683,196 ) $ (20,521 ) $ (170,799 ) Weighted average shares outstanding, basic and diluted 15,144,103 463,882 3,861,026 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ (0.04 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheet, primarily due to their short-term nature. Fair Value Measurements 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. As of June 30, 2023 and December 31, 2022, the Company held $160,236,494 and $156,693,598, respectively, of Level 1 financial instruments, which are the Company’s marketable securities held in the Trust Account. These assets are measured at fair value on a recurring basis based on quoted market prices for identical securities in the active market. The Company did not hold any other assets or liabilities requiring remeasurement on a recurring or nonrecurring basis as of June 30, 2023 and December 31, 2022. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties related to any uncertain tax benefits as of June 30, 2023 and December 31, 2022. The Company is 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of a cash account in a financial institution, which at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Net Income (Loss) per Share | A reconciliation of net income per share is as follows for the three months ended June 30, 2023: Class A subject to Class A Class B Allocation of undistributable income 248,049 7,450 62,012 Net income to ordinary shares $ 248,049 $ 7,450 $ 62,012 Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net income per share $ 0.02 $ 0.02 $ 0.02 A reconciliation of net income per share is as follows for the six months ended June 30, 2023: Class A subject to Class A Class B Allocation of undistributable income 698,088 20,968 174,522 Net income to ordinary shares $ 698,088 $ 20,968 $ 174,522 Weighted average shares outstanding, basic and diluted 15,444,103 463,882 3,861,026 Basic and diluted net income per share $ 0.05 $ 0.05 $ 0.05 A reconciliation of net loss per share is as follows for the three months ended June 30, 2022: Class A subject to Class A Class B Allocation of undistributable losses (271,075 ) (8,142 ) (67,769 ) Net (loss) to Common shares $ (271,075 ) $ (8,142 ) $ (67,769 ) Weighted average shares outstanding, basic and diluted 15,144,103 463,882 3,861,026 Basic and diluted net loss per share $ (0.02 ) $ (0.02 ) $ (0.02 ) A reconciliation of net loss per share is as follows for the six months ended June 30, 2022: Class A subject to Class A Class B Allocation of undistributable losses (683,196 ) (20,521 ) (170,799 ) Net (loss) to Common shares $ (683,196 ) $ (20,521 ) $ (170,799 ) Weighted average shares outstanding, basic and diluted 15,144,103 463,882 3,861,026 Basic and diluted net loss per share $ (0.04 ) $ (0.04 ) $ (0.04 ) |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) | 6 Months Ended | ||||||||||||
Jul. 14, 2023 USD ($) | Jul. 11, 2023 USD ($) $ / shares shares | Jul. 09, 2023 USD ($) $ / shares $ / ResetPriceFloor shares | Aug. 03, 2021 USD ($) shares | Jul. 29, 2021 USD ($) $ / shares shares | Jul. 26, 2021 shares | Jan. 25, 2021 USD ($) $ / shares | Jan. 21, 2021 USD ($) $ / shares | Jun. 30, 2023 USD ($) $ / shares shares | Jan. 04, 2023 $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Jun. 30, 2021 $ / shares | Mar. 01, 2021 $ / shares shares | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10.28 | |||||||||||
Restricted Investments Term | 185 days | ||||||||||||
Lock In Period For Redemption Of Public Shares After Closing Of IPO | 24 months | ||||||||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | ||||||||||||
Minimum Net Worth Required for Compliance | $ 5,000,001 | ||||||||||||
Cash | 10,243 | $ 187,664 | |||||||||||
Maximum net interests to pay dissolution expenses | 100,000 | ||||||||||||
Negative working capital | 4,045,630 | ||||||||||||
Accumulated deficit | 2,402,891 | $ 6,018,111 | |||||||||||
Proceeds from Sale of Restricted Investments | 0 | ||||||||||||
Public Warrants [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issuance cost allocation based on derivative fair value | 239,247 | ||||||||||||
Legacy Carmell Common Stock [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | ||||||||||||
Founder Shares [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.00696 | ||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Class of warrants and rights issued during the period | shares | 455,000 | ||||||||||||
Class Of Warrants and Rights Issued, Price Per Warrant | $ / shares | $ 10 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 4,550,000 | ||||||||||||
IPO [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||||||||||||
Proceeds from Issuance Initial Public Offering | $ 154,441,030 | ||||||||||||
Stock issuance costs | 3,461,151 | ||||||||||||
Payments for Underwriting Expense | 3,000,000 | ||||||||||||
Other Offering Costs | 461,151 | ||||||||||||
Deferred Offering Costs Current And Noncurrent | 1,550,000 | ||||||||||||
Accrued underwriting fees | 5,250,000 | ||||||||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Class of warrants and rights issued during the period | shares | 8,882 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 88,820 | ||||||||||||
Other Offering Costs | 3,250 | ||||||||||||
Transaction costs incurred | 92,070 | ||||||||||||
Underwriting fees incurred | $ 88,820 | ||||||||||||
Underwriting fees payable upon the consummation of business combination | $ 155,436 | ||||||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Overallotment option vesting period | 45 days | ||||||||||||
Common Class A [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 15,000,000 | ||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares, issued | shares | 463,882 | 463,882 | |||||||||||
Common stock, shares, outstanding | shares | 463,882 | 463,882 | |||||||||||
Temporary equity shares outstanding | shares | 15,444,103 | 15,444,103 | |||||||||||
Common Class A [Member] | Sponsor [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Share Price | $ / shares | $ 12 | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||
Waiting period after which the share trading days are considered | 150 days | ||||||||||||
Common Class A [Member] | IPO [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 15,000,000 | ||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||||||||||||
Proceeds from Issuance Initial Public Offering | $ 150,000,000 | ||||||||||||
Overallotment option vesting period | 45 days | ||||||||||||
Common Class B [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares, issued | shares | 3,861,026 | 3,861,026 | |||||||||||
Common stock, shares, outstanding | shares | 3,861,026 | 3,861,026 | 4,312,500 | ||||||||||
Risk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 600,900 | ||||||||||||
Sale of Stock, Percentage of Ownership before Transaction | 9.90% | ||||||||||||
Risk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 600,900 | ||||||||||||
Sale of Stock, Percentage of Ownership before Transaction | 9.90% | ||||||||||||
NonRisk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 225,000 | ||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,186,448 | ||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 5.27 | ||||||||||||
NonRisk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 225,000 | ||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,186,448 | ||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 5.27 | ||||||||||||
Class A Common Stock Subject To Possible Redemption [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issuance cost allocation based on temporary equity fair value | $ 9,905,857 | ||||||||||||
Class A Common Stock Subject To Possible Redemption [Member] | Public Warrants [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issuance costs | $ 10,145,105 | ||||||||||||
Maximum [Member] | Common Class A [Member] | Over-Allotment Option [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 2,250,000 | ||||||||||||
Underwriting Agreement [Member] | Founder Shares [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 2,250,000 | ||||||||||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 2,250,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 444,103 | ||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 4,441,030 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | ||||||||||||
Common stock, shares, issued | shares | 19,305,129 | ||||||||||||
Common stock, shares, outstanding | shares | 19,305,129 | ||||||||||||
Temporary equity, redemption price per share | $ / shares | $ 10.28 | ||||||||||||
Temporary equity, aggregate amount of redemption requirement | $ 129,374,372 | ||||||||||||
Asset, held-in-trust | $ 29,376,282 | ||||||||||||
Termination fee payable per share | $ / shares | $ 0.5 | ||||||||||||
Lock in period of shares | 5 years | ||||||||||||
Proceeds from Sale of Restricted Investments | $ 1,682,996 | ||||||||||||
Payment for remittance under otc equity prepaid forward transaction | $ 17,535,632 | ||||||||||||
Subsequent Event [Member] | Legacy Carmell Common Stock [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Exchange ratio | 0.06154 | ||||||||||||
Subsequent Event [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Class of warrants or rights issued during the period | shares | 455,000 | ||||||||||||
Subsequent Event [Member] | Meteora [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Proceeds from temporary equity acquisitions equivalent to amount remitted under otc equity prepaid forward transaction | $ 17,535,632 | ||||||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Number of shares authorized to transfer | shares | 20,000 | ||||||||||||
Subsequent Event [Member] | Common Class A [Member] | Sponsor [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 15,444,103 | ||||||||||||
Subsequent Event [Member] | Common Class A [Member] | Sponsor [Member] | Restriction On Transfer Of Sponsor Shares [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Share Price | $ / shares | $ 11.5 | ||||||||||||
Number of trading days for determining share price | 20 days | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||
Waiting period after which the share trading days are considered | 150 days | ||||||||||||
Subsequent Event [Member] | Common Class A [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Percentage of shares transfer restriction not to affect sale or distribution | 50% | ||||||||||||
Subsequent Event [Member] | Common Class A [Member] | IPO [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 12,586,223 | ||||||||||||
Subsequent Event [Member] | Common Class B [Member] | Sponsor [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 3,861,026 | ||||||||||||
Subsequent Event [Member] | Maximum [Member] | Derivative Equity Security [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Exchange ratio | 0.1007 | ||||||||||||
Subsequent Event [Member] | Minimum [Member] | Derivative Equity Security [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Exchange ratio | 0.06684 | ||||||||||||
Subsequent Event [Member] | Forward Purchase Agreement [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Derivative reset price | $ / shares | $ 11.5 | ||||||||||||
Derivative, floor price | $ / ResetPriceFloor | 11.5 | ||||||||||||
Temporary equity shares outstanding | shares | 100,000 | ||||||||||||
Subsequent Event [Member] | Forward Purchase Agreement [Member] | Meteora [Member] | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||||||
Stock issued during period, shares, new issues | shares | 1,705,959 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
FDIC Insured Amount | $ 250,000 | |
Marketable securities held in Trust Account | 160,236,494 | $ 156,693,598 |
Proceeds from Sale of Restricted Investments | $ 0 | |
Common Class A [Member] | ||
Temporary equity shares outstanding | 15,444,103 | 15,444,103 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Reconciliation of Net Income (Loss) per Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||
Allocation of undistributable income/losses Net income/loss to ordinary shares | $ 317,511 | $ 576,067 | $ (346,986) | $ (527,530) | $ 893,578 | $ (874,516) |
Class A Common Stock Subject To Possible Redemption [Member] | ||||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||
Allocation of undistributable income/losses Net income/loss to ordinary shares | $ 248,049 | $ (271,075) | $ 698,088 | $ (683,196) | ||
Weighted average shares outstanding, basic | 15,444,103 | 15,144,103 | 15,444,103 | 15,144,103 | ||
Weighted average shares outstanding, diluted | 15,444,103 | 15,144,103 | 15,444,103 | 15,144,103 | ||
Basic net income (loss) per share | $ 0.02 | $ (0.02) | $ 0.05 | $ (0.04) | ||
Diluted net income (loss) per share | $ 0.02 | $ (0.02) | $ 0.05 | $ (0.04) | ||
Common Class A [Member] | ||||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||
Allocation of undistributable income/losses Net income/loss to ordinary shares | $ 7,450 | $ (8,142) | $ 20,968 | $ (20,521) | ||
Weighted average shares outstanding, basic | 463,882 | 463,882 | 463,882 | 463,882 | ||
Weighted average shares outstanding, diluted | 463,882 | 463,882 | 463,882 | 463,882 | ||
Basic net income (loss) per share | $ 0.02 | $ (0.02) | $ 0.05 | $ (0.04) | ||
Diluted net income (loss) per share | $ 0.02 | $ (0.02) | $ 0.05 | $ (0.04) | ||
Common Class B [Member] | ||||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||
Allocation of undistributable income/losses Net income/loss to ordinary shares | $ 62,012 | $ (67,769) | $ 174,522 | $ (170,799) | ||
Weighted average shares outstanding, basic | 3,861,026 | 3,861,026 | 3,861,026 | 3,861,026 | ||
Weighted average shares outstanding, diluted | 3,861,026 | 3,861,026 | 3,861,026 | 3,861,026 | ||
Basic net income (loss) per share | $ 0.02 | $ (0.02) | $ 0.05 | $ (0.04) | ||
Diluted net income (loss) per share | $ 0.02 | $ (0.02) | $ 0.05 | $ (0.04) |
IPO - Additional information (D
IPO - Additional information (Detail) - USD ($) | 6 Months Ended | ||||
Aug. 03, 2021 | Jul. 29, 2021 | Jul. 26, 2021 | Jun. 30, 2023 | Jun. 30, 2021 | |
Shares Issued, Price Per Share | $ 10 | $ 10.28 | |||
Private Placement Warrants [Member] | Sponsor [Member] | |||||
Class of warrants and rights issued during the period | 455,000 | ||||
Class Of Warrants and Rights Issued, Price Per Warrant | $ 10 | ||||
Proceeds from Issuance of Private Placement | $ 4,550,000 | ||||
IPO [Member] | |||||
Shares Issued, Price Per Share | $ 10 | ||||
Proceeds from Issuance Initial Public Offering | $ 154,441,030 | ||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||
Class of warrants and rights issued during the period | 8,882 | ||||
Proceeds from Issuance of Private Placement | $ 88,820 | ||||
Common Class A [Member] | |||||
Stock shares issued during the period shares | 15,000,000 | ||||
Common Class A [Member] | IPO [Member] | |||||
Stock shares issued during the period shares | 15,000,000 | ||||
Shares Issued, Price Per Share | $ 10 | ||||
Proceeds from Issuance Initial Public Offering | $ 150,000,000 | ||||
Exercise price of warrant | $ 11.5 | ||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||
Stock shares issued during the period shares | 2,250,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 444,103 | ||||
Stock Issued During Period, Value, Stock Options Exercised | $ 4,441,030 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Aug. 03, 2021 | Jul. 29, 2021 | Jul. 27, 2021 | Jul. 26, 2021 | Jan. 25, 2021 | Jan. 21, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2021 | Mar. 01, 2021 | |
Shares Issued, Price Per Share | $ 10 | $ 10 | $ 10.28 | ||||||||||
Founder Shares [Member] | |||||||||||||
Common Stock, Shares Subscribed but Unissued | 3,593,750 | ||||||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||
Shares Issued, Price Per Share | $ 0.00696 | ||||||||||||
Stock Issued During Period, Shares, Issued for Services | 3,593,750 | ||||||||||||
Working Capital Loan [Member] | |||||||||||||
Debt Instrument, Convertible, Warrants issued | $ 1,500,000 | $ 1,500,000 | |||||||||||
Warrants issued price per warrant | $ 1.5 | $ 1.5 | |||||||||||
Administrative Service [Member] | |||||||||||||
Administrative fees | $ 30,000 | $ 30,000 | $ 60,000 | $ 60,000 | |||||||||
Sponsor [Member] | Eugene Podsiadlo [Member] | Founder Shares [Member] | |||||||||||||
Stock shares issued during the period shares | 25,000 | ||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||
Class of warrants and rights issued during the period | 455,000 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 4,550,000 | ||||||||||||
Related Party [Member] | |||||||||||||
Due to related party | 171,730 | 171,730 | $ 31,979 | ||||||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | 81,730 | 1,979 | |||||||||||
Related Party [Member] | Office Space Administrative And Support Services [Member] | |||||||||||||
Expenses from Transactions with Related Party | 10,000 | ||||||||||||
Related Party [Member] | Administrative Service [Member] | |||||||||||||
Monthly administrative service fee | $ 90,000 | $ 90,000 | $ 30,000 | ||||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | |||||||||||||
Common Stock forfeiture provisions lapsed | 111,026 | ||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 451,464 | ||||||||||||
Over Allotment Option Vesting Period | 45 days | ||||||||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||||||||||
Class of warrants and rights issued during the period | 8,882 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 88,820 | ||||||||||||
IPO [Member] | |||||||||||||
Shares Issued, Price Per Share | $ 10 | ||||||||||||
Underwriting Agreement [Member] | Founder Shares [Member] | |||||||||||||
Stock shares issued during the period shares | 2,250,000 | ||||||||||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 444,103 | ||||||||||||
Stock shares issued during the period shares | 2,250,000 | ||||||||||||
Forward Purchase Agreement [Member] | |||||||||||||
Option granted to direct anchor investors to subscribe to agreement as percentage of aggregate securities sold in one or multiple private placements | 60% | ||||||||||||
Option granted to direct anchor investors to subscribe to agreement percentage of as aggregate securities sold in one or multiple private placements per each direct anchor investor | 10% | ||||||||||||
Common Class A [Member] | |||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock shares outstanding | 463,882 | 463,882 | 463,882 | ||||||||||
Stock shares issued during the period shares | 15,000,000 | ||||||||||||
Common Class A [Member] | Sponsor [Member] | |||||||||||||
Share price | $ 12 | $ 12 | |||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||||
Waiting period after which the share trading days are considered | 150 days | ||||||||||||
Common Class A [Member] | IPO [Member] | |||||||||||||
Shares Issued, Price Per Share | $ 10 | ||||||||||||
Stock shares issued during the period shares | 15,000,000 | ||||||||||||
Over Allotment Option Vesting Period | 45 days | ||||||||||||
Common Class B [Member] | |||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock shares outstanding | 3,861,026 | 3,861,026 | 3,861,026 | 4,312,500 | |||||||||
NonRisk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||||||||
Stock shares issued during the period shares | 225,000 | ||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,186,448 | ||||||||||||
Sale of Stock, Price Per Share | $ 5.27 | ||||||||||||
Risk Incentive Private Shares [Member] | IPO [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||||||||
Stock shares issued during the period shares | 600,900 | ||||||||||||
Sale of Stock, Percentage of Ownership before Transaction | 9.90% |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | |||||||
Aug. 06, 2021 | Aug. 03, 2021 | Jul. 29, 2021 | Jul. 26, 2021 | Jun. 30, 2023 | Mar. 20, 2023 | Dec. 31, 2022 | Jul. 14, 2021 | |
Deferred Underwriting Fees Payable Noncurrent | $ 0 | $ 5,405,436 | $ 5,405,436 | |||||
NonRisk Incentive Private Shares [Member] | Maximum [Member] | Sponsor [Member] | ||||||||
Percentage of ownership shares through initial Business Combination | 10% | |||||||
Risk Incentive Private Shares [Member] | Minimum [Member] | Sponsor [Member] | ||||||||
Percentage of ownership shares through initial Business Combination | 10% | |||||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||||||
Stock shares issued during the period shares | 2,250,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 444,103 | |||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 4,441,030 | |||||||
Cash underwriting discount percent | 2% | 2% | ||||||
Payment of underwriting discount | $ 88,820 | $ 3,000,000 | ||||||
Deferred underwriting fee percent | 3.50% | |||||||
Deferred underwriting commission | $ 5,405,436 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) - $ / shares | 6 Months Ended | 11 Months Ended | ||||||
Sep. 30, 2021 | Aug. 03, 2021 | Jul. 29, 2021 | Mar. 01, 2021 | Jan. 25, 2021 | Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock shares issued | 0 | 0 | ||||||
Preferred stock shares outstanding | 0 | 0 | ||||||
Stockholders' Equity Note, Stock Split | 1:1.2 | |||||||
Volume weighted average price of shares | $ 9.2 | |||||||
Proceeds from equity used for funding business combination as a percentage of the total | 60% | |||||||
Notice period of redemption warrant | 30 days | |||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |||||||
Warrants and rights outstanding term | 5 years | |||||||
Common Class A [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock shares issued during the period shares | 15,000,000 | |||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Common Class B [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Stock Issued During Period, Shares, Stock Splits | 4,312,500 | |||||||
Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock par or stated value per share | $ 0.0001 | |||||||
Preferred stock shares authorized | 1,000,000 | |||||||
Redemption of warrants equals or exceeds $18.00 [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Adjusted exercise price of warrants as a percentage of newly issued price | 180% | |||||||
Share price | $ 18 | |||||||
Class of warrants or rights redemption price per unit | $ 0.01 | |||||||
Securities for capital with closing of initial business combination | 20 days | 20 days | ||||||
Third trading day prior to date on which company notice of redemption | 30 days | |||||||
Redemption of warrants equals or exceeds $18.00 [Member] | Common Class A [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Notice period of redemption warrant | 30 days | |||||||
Redemption of warrants below $9.20 [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Adjusted exercise price of warrants as a percentage of newly issued price | 115% | |||||||
Share price | $ 9.2 | |||||||
Over-Allotment Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of additional shares purchased | 444,103 | |||||||
Number of shares available for purchase | 2,250,000 | |||||||
Number of shares lapsed | 111,026 | |||||||
Number of founder shares forfeited | 451,464 | |||||||
Over-Allotment Option [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock shares issued during the period shares | 3,593,750 | |||||||
Common Stock Shares Subject To Forfeiture | 468,750 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Effective Income Tax Rate Reconciliation, Percent | 33.10% | (330.00%) | 35% | (44.00%) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 33.10% | 35% | ||
U.S. federal and state | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jul. 27, 2021 | Jun. 30, 2023 | |
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | ||
Share based compensation | $ 0 | |
Fair value of founder shares on the grant date | $ 5.26 | |
Three Independent Director Nominees [Member] | Common Class B [Member] | Sponsor [Member] | ||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 25,000 | |
Founder Shares [Member] | ||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | ||
Founder shares non vested grant date fair value | $ 394,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Aug. 09, 2023 | Jul. 26, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Mar. 01, 2021 |
Subsequent Event [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,000 | ||||
Percentage of common stock issued and outstanding | 19.99% | ||||
Subsequent Event [Member] | AxBio [Member] | |||||
Subsequent Event [Line Items] | |||||
Share Price | $ 7.05 | ||||
Subsequent Event [Member] | AxBio [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during period, shares, new issues | 3,845,337 | ||||
Subsequent Event [Member] | AxBio [Member] | Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Subsequent Event [Member] | AxBio [Member] | AxBio Merger Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Payments to acquire businesses, gross | $ 8 | $ 8 | |||
Business combination, consideration transferred, equity interests issued and issuable | $ 57 | ||||
Number of consecutive trading days for determining the share price | 30 days | ||||
Subsequent Event [Member] | AxBio [Member] | AxBio Merger Agreement [Member] | Cash Earnout [Member] | |||||
Subsequent Event [Line Items] | |||||
Business combination, contingent consideration, liability | $ 9 | ||||
Subsequent Event [Member] | AxBio [Member] | AxBio Merger Agreement [Member] | Performance Based Shares Earnout [Member] | |||||
Subsequent Event [Line Items] | |||||
Business combination, contingent consideration, liability | $ 66 | ||||
Subsequent Event [Member] | Series A Convertible Voting Preferred Stock [Member] | AxBio [Member] | Preferred Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock issued during period, shares, new issues | 4,243 |