Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | THUNDER BRIDGE CAPITAL PARTNERS IV, INC. | ||
Trading Symbol | THCP | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 230,110,700 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001843993 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-40555 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-1826129 | ||
Entity Address, Address Line One | 9912 Georgetown Pike | ||
Entity Address, Address Line Two | Suite D203 | ||
Entity Address, City or Town | Great Falls | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 22066 | ||
City Area Code | (202) | ||
Local Phone Number | 431-0507 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | Grant Thornton LLP | ||
Auditor Firm ID | 248 | ||
Auditor Location | Philadelphia, Pennsylvania | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 24,300,839 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 5,913,196 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 32,022 | $ 559,285 |
Prepaid expenses | 121,217 | 373,943 |
Total current assets | 153,239 | 933,228 |
Cash and marketable securities held in Trust Account | 239,770,045 | 236,535,659 |
Total assets | 239,923,284 | 237,468,887 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,596,449 | 212,900 |
Income taxes payable | 308,439 | |
Promissory note payable - related party, at fair value | 206,000 | |
Total current liabilities | 2,110,888 | 212,900 |
Warrant liability | 927,321 | 4,129,409 |
Deferred underwriting fee payable | 8,278,474 | 8,278,474 |
Total liabilities | 11,316,683 | 12,620,783 |
Commitments | ||
Shares subject to possible redemption, 23,652,784 shares at redemption value at December 31, 2022 and 2021, respectively. | 239,406,682 | 236,535,659 |
Stockholders’ Equity (Deficit): | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding | ||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 648,056 outstanding (excluding 23,652,784 shares subject to possible redemption) | 65 | 65 |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,913,196 shares issued and outstanding | 591 | 591 |
Additional paid in capital | ||
Accumulated deficit | (10,800,737) | (11,688,211) |
Total stockholders’ equity (deficit) | (10,800,081) | (11,687,555) |
Total liabilities and stockholders’ equity (deficit) | $ 239,923,284 | $ 237,468,887 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Shares subject to possible redemption, shares | 23,652,784 | 23,652,784 |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares outstanding | ||
Class A Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares outstanding | 648,056 | 648,056 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares outstanding | 5,913,196 | 5,913,196 |
Common stock, shares issued | 5,913,196 | 5,913,196 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Formation costs and other operating expenses | $ 2,545,069 | $ 905,815 |
Loss from operations | (2,545,069) | (905,815) |
Other income: | ||
Interest income | 3,409,917 | 7,854 |
Change in fair value of warrant liability | 3,202,088 | 732,055 |
Income (loss) before income taxes | 4,066,936 | (165,906) |
Provision for income taxes | 308,439 | |
Net income (loss) | $ 3,758,497 | $ (165,906) |
Class A Common Stock | ||
Other income: | ||
Weighted average shares outstanding (in Shares) | 24,300,840 | 12,262,874 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.15 | $ (0.01) |
Class B Common Stock | ||
Other income: | ||
Weighted average shares outstanding (in Shares) | 5,913,196 | 5,741,402 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.03 | $ (0.01) |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock | ||
Basic and diluted net income (loss) per share | $ 0.15 | $ (0.01) |
Class B Common Stock | ||
Basic and diluted net income (loss) per share | $ 0.03 | $ (0.01) |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid in Capital | Accumulated Deficit | Total | |
Balance at Jan. 06, 2021 | ||||||
Balance (in Shares) at Jan. 06, 2021 | ||||||
Issuance of Class B common stock to Sponsor | [1] | $ 647 | 24,353 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | [1] | 6,468,750 | ||||
Sale of 23,652,784 units, net of Underwriters discount, offering costs and warrant liabilities | $ 2,430 | 224,986,580 | 224,989,010 | |||
Sale of 23,652,784 units, net of Underwriters discount, offering costs and warrant liabilities (in Shares) | 24,300,840 | |||||
Forfeiture of Class B Common stock | $ (56) | 56 | ||||
Forfeiture of Class B Common stock (in Shares) | (555,554) | |||||
Common stock subject to redemption | $ (2,365) | (225,010,989) | (11,522,305) | (236,535,659) | ||
Common stock subject to redemption (in Shares) | (23,652,784) | |||||
Net Income (loss) | (165,906) | (165,906) | ||||
Balance at Dec. 31, 2021 | $ 65 | $ 591 | (11,688,211) | (11,687,555) | ||
Balance (in Shares) at Dec. 31, 2021 | 648,056 | 5,913,196 | ||||
Common stock subject to redemption | (2,871,023) | (2,871,023) | ||||
Net Income (loss) | 3,758,497 | 3,758,497 | ||||
Balance at Dec. 31, 2022 | $ 65 | $ 591 | $ (10,800,737) | $ (10,800,081) | ||
Balance (in Shares) at Dec. 31, 2022 | 648,056 | 5,913,196 | ||||
[1] Includes an aggregate of up to 843,750 shares that were subject to forfeiture if the over-allotment option is not exercised in full by the underwriters (see Note 8). On August 9, 2021, 555,554 shares of Class B common stock were forfeited for no consideration as a result of a partial exercise of the over-allotment option. |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders’ Equity (Deficit) (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of units | 23,652,784 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flow from operating activities: | ||
Net income (loss) | $ 3,758,497 | $ (165,906) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned in Trust Account | (3,409,917) | (7,819) |
Change in fair value of warrant liability | (3,202,088) | (732,055) |
Transaction costs allocable to warrant liability | 269,805 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 252,726 | (373,943) |
Accounts payable and accrued expenses | 1,383,549 | 212,900 |
Income taxes payable | 308,439 | |
Net cash used in operating activities | (908,794) | (797,018) |
Cash flows from investing activities: | ||
Investment of cash in Trust Account | (236,527,840) | |
Proceeds from redemption of Trust Account | 175,531 | |
Net cash provided by (used in) investing activities | 175,531 | (236,527,840) |
Cash flows from financing activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 238,277,843 | |
Proceeds from sale of Class B common stock | 25,000 | |
Proceeds from promissory note payable - related party | 206,000 | 105,000 |
Repayment of promissory note payable - related party | (105,000) | |
Payments of deferred offering costs | (418,700) | |
Net cash provided by financing activities | 206,000 | 237,884,143 |
Net change in cash | (527,263) | 559,285 |
Cash at the beginning of the period | 559,285 | |
Cash at the end of the period | $ 32,022 | $ 559,285 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Thunder Bridge Capital Partners IV, Inc. (the “Company”) is a blank check company incorporated in Delaware on January 7, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022 the Company had not commenced any operations. All activity for the year ended December 31, 2022 and for the period January 7, 2021 (inception) through December 31, 2021 related The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s Initial Public Offering was declared effective on June 29, 2021. On July 2, 2021 the Company consummated the Initial Public Offering of 22,500,000 units (“Units” and, with respect to shares of stock Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 625,000 private placement units (the “Private Placement Units”) at a price of $10.00 per unit in a private placement to TBCP IV, LLC (the “Sponsor”), generating gross proceeds of $6,250,000, which is described in Note 4. Following the closing of the Initial Public Offering on July 2, 2021, an amount of $225,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Units was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the Company’s stockholders, as described below. Transaction costs amounted to $12,793,700 consisting of $4,500,000 of underwriting fees, $7,875,000 of deferred underwriting fees (see Note 6) and $418,700 of other costs. In addition, at December 31, 2022 and 2021, $32,022 and 559,285 of cash was held outside of the Trust Account and was available for working capital purposes, respectively. On August 9, 2021, the Underwriters exercised the over-allotment option in part and purchased an additional 1,152,784 units (the “Over-Allotment Units”), generating gross proceeds of $11,527,840. In conjunction with the sale of the Over-Allotment Units, the Company consummated a sale of an additional 23,055 Private Placement Units to the Sponsor at a price of $10.00 per unit, generating gross proceeds of $230,550. Following the closing, an additional $11,527,840 of proceeds was placed in the Trust Account. In connection with the partial exercise of the over-allotment option and the expiration of the over-allotment option, 555,554 shares of Class B common stock were forfeited for no consideration. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. These shares of Class A common stock will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Certificate of Incorporation, 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 Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5), the common stock included in the Private Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Initial Public The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public The Company will have until the end of the Combination Period to consummate a Business Combination. If the Company has not completed a Business Combination by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public The Company has completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Additionally, the Sponsor has executed a Promissory Note (as defined in Note 5) to loan the Company up to $1,500,000. Through December 31, 2022, the Company has borrowed $206,000 under the Promissory Note. $1,294,000 remains available under the Note to finance transaction costs in connection with the initial business combination. Accordingly, management has since evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through, July 2, 2023 and therefore substantial doubt has been alleviated. Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements Liquidity and Capital Resources As of December 31, 2022, the Company had a working capital deficit of approximately $1,958,000, including approximately $32,000 in its operating bank account. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, an advance from an affiliate of the Sponsor of the payment of certain formation and operating costs on behalf of the Company and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, as of December 31, 2022 and 2021, there were $206,000 and $0 amounts outstanding under the Working Capital Loan (Note 5). In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, Presentation of Financial Statements - Going Concern Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the 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 Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $32,021 and $559,285 in cash and no cash equivalents as of December 31, 2022 and 2021, respectively. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. Shares Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in FASB ASC 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of 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) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A common stock or the statement of operations based on the relative value of the Class A common stock and the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, offering costs in the aggregate of $13,427,731 were recognized, $269,805 of which was allocated to the warrants and immediately expensed included in formation costs and other operating expenses in the Statements of Operations, and $13,157,926 was allocated to Class A common stock, reducing the carrying amount of such shares. Cash Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were invested in a money market fund. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The calculation of diluted net income (loss) per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants, because the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per share: For the Year Ended For the Period from Class A Class B Class A Class B (1) Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss), as adjusted $ 3,022,921 $ 735,576 $ (113,000 ) $ (52,906 ) Less: Accretion allocated based on ownership percentage (2,309,134 ) (561,889 ) (5,349 ) (2,505 ) Plus: Accretion applicable to Class A redeemable shares 2,871,025 - 7,854 Income (loss) by class $ 3,584,810 $ 173,687 $ (110,495 ) $ (55,411 ) Denominator: Basic and diluted weighted average common shares outstanding 24,300,840 5,913,196 12,262,874 5,741,402 Basic and diluted net income (loss) per share $ 0.15 $ 0.03 $ (0.01 ) $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Warrants The Company accounts for the Public Warrants (as defined below) and Private Placement Unit Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the stockholders For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of December 31, 2022 through the date these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On July 2, 2021, the Company consummated its Initial Public Offering of 22,500,000 Units at a purchase price of $10.00 per Unit. Each Unit will consist of one share of the Company’s Class A common stock, $0.0001 par value, and one fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7). On August 9, 2021, the Underwriters exercised the over-allotment option in part and purchased an additional 1,152,784 units at $10.00 per unit. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement Abstract | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT On July 2, 2021, simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 625,000 Private Placement Units at a price of $10.00 per unit for an aggregate purchase price of $6,250,000. On August 9, 2021, in connection with the Underwriters partial exercise of the over-allotment option, the Company consummated a sale of an additional 23,055 Private Placement Units to the Sponsor at a price of $10.00 per unit, generating gross proceeds of $230,550. Each Private Placement Unit is identical to the units offered in the Initial Public Offering, except there will be no redemption rights or liquidating distributions from the Trust Account with respect to the private placement shares or private placement warrants, which will expire worthless if we do not consummate a Business Combination within the Combination Period. The Company recorded the excess of the fair value of the Private Placement Warrants over the proceeds of $1,250 as a financing expense upon the closing of the Initial Public Offering. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 8, 2021 the Company issued an aggregate of 6,468,750 shares of Class B common stock (the “Founder Shares”) to the Sponsor for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 843,750 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Initial Public The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Promissory Note — Related Party On January 20, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. Upon completion of the Initial Public Offering on July 2, 2021, the $105,000 outstanding balance on the Note was paid in full 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 units at a price of $10.00 per unit. The units will be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. On March 25, 2022, the Company executed a promissory note with respect to the Working Capital Loan for the Sponsor to loan funds to the Company up to $1,500,000 (the “Promissory Note”). On May 24, 2022, the Sponsor advanced $200,000 under the Promissory Note. At December 31, 2022 there was $206,000 outstanding under the Promissory Note. The fair value of the Promissory Note as of December 31, 2022 was $206,000, with changes in fair value recorded to the statements of operations. For the year ended December 31, 2022, there were no changes in fair value recorded to the statements of operations. Administrative Support Agreement The Company entered into an agreement, whereby, commencing on July 2, 2021, through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company pays an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The Company had incurred and paid $120,000 and $60,000 for the year ended December 31, 2022 and for the period from January 7, 2021 (date of inception) through December 31, 2021, respectively. Advisory Agreement The Company entered into an agreement, whereby, commencing on July 2, 2021, through the earlier of the consummation of a Business Combination or the Company’s liquidation, the Company will pay an affiliate of its Chief Executive Officer a monthly fee of $20,000 for advisory services related to its search for and consummation of its Initial Business Combination. The Company had incurred and paid $240,000 and $120,000 for the year ended December 31, 2022 and for the period from January 7, 2021 (date of inception) through December 31, 2021, respectively. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights The holders of the Founder Shares, Private Placement Units and any units that may be issued upon conversion of the Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Underwriter’s Agreement The Company granted the underwriter a 45-day option to purchase up to 3,375,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On August 9, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,152,784 Units. The underwriter was paid a cash underwriting discount of two percent (2.00%) of the gross proceeds of the Initial Public Offering and the exercise of the overallotment, or $4,730,557. In addition, the underwriter is entitled to a deferred fee of three and half percent (3.5%) of the gross proceeds of the Initial Public Offering and overallotment, or $8,278,474. The deferred fee was placed in the Trust Account and will be paid in cash upon the closing of a Business Combination, subject to the terms of the underwriting agreement. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants [Abstract] | |
WARRANTS | NOTE 7. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, it will use its best efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders. In addition, once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.10 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a formula set out in the warrant agreement; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders (the “30-day Reference Period”); and ● if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within the 30-day Reference Period, the private placement warrants are also concurrently redeemed at the same price and terms as the outstanding Public Warrants (provided that the redemption may be on a cashless basis). If and when the warrants become redeemable by the Company, it may exercise our redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws; provided, that the Company will use its best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by the Company in our initial public offering. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s 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, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public shares of Class A stock The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A common stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount of such cash per common stock, and (ii) in all other cases, the volume weighted average price of the common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination. At December 31, 2022 and 2021, there were 4,730,557 whole Public Warrants outstanding with a fair value of $898,806 and $4,020,973, respectively, and 129,611 Private Placement Warrants outstanding with a fair value of $28,514 and $111,465, respectively The Company accounts for the 4,730,557 Public Warrants issued and the 129,611 private placement warrants in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a derivative liability. The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A common stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount of such cash per common stock, and (ii) in all other cases, the volume weighted average price of the common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination. The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock no stock Class A Common Stock Class A Class B Common Stock Class B shares of Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law; provided that only holders of Class B common stock have the right to vote for the election of directors prior to the Company’s initial Business Combination. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of Class A common stock, or equity linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Initial Public The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. 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. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2022 2021 Assets: Cash and marketable securities held in Trust Account (1) 1 $ 239,770,045 $ 236,535,659 Liabilities: Public Warrants 1 $ 898,806 $ 4,017,944 Private Placement Warrants 2 28,514 111,465 Promissory note payable – related party, at fair value 3 206,000 - (1) Measured at fair value on a recurring basis. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statement of Operations. Initial Measurement The Company established the initial fair value for the Warrants on July 2, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation and Black-Scholes Merton formula for the Private Placement Warrants and the Public Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-fifth of one Public Warrant), and (ii) the sale of Private Placement Units, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to shares of Class A common stock subject to possible redemption based on their relative fair values at the initial measurement date. The Private Placement Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants were as follows: Input July 2, Risk-free interest rate 1.11 % Expected term (years) 6.49 Expected Volatility 14.1 % Exercise Price $ 11.5 Stock price $ 9.70 The Company’s use of a Monte Carlo simulation and Black-Scholes Merton formula required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the 6.0 year yield the yield on the U.S. Treasury notes as of the Valuation Date that matched the time period to DeSPAC as of each Valuation Date. ● The expected term was simulated out daily over the expected remaining life of the Public Warrants. The specific remaining life was based on Management’s estimated time to DeSPAC as well as the five-year contractual period that begins once the transaction closes. ● The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The fair value of the Units, which each consist of one share of Class A common stock and one-fifth of one Public Warrant, represents the closing price on the measurement date as observed from the ticker THCP. Based on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the risk neutral probability of exceeding the $18.00 redemption value by the start of the exercise period for the Warrants resulted in a nominal difference in value between the Public Warrants and Private Placement Warrants across the valuation dates utilized in the Monte Carlo simulation model. Therefore, the resulting valuations for the two classes of warrants were determined to be equal. On July 2, 2021, the Private Placement Warrants and Public Warrants were determined to be $1.00 and $1.01 per warrant for aggregate values of $4.5 million and $126 thousand, respectively. Subsequent Measurement The warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2022 and 2021, is classified as Level 1 due to the use of an observable market quote in an active market under the ticker “THCPW”. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is classified as Level 2, due to the use of observable inputs. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at the subsequent measurement date: December 31, Input 2022 2021 Risk-free interest rate 3.99 % 1.35 % Expected term (years) 5 5 Expected term to de-SPAC (years) 0.55 0.99 Expected Volatility 25.6 % 12.5 % Exercise Price 11.5 11.50 Stock price 9.95 9.75 As of December 31, 2022 and 2021, the aggregate values of the Private Placement Warrants and Public Warrants were approximately $927 million and $4,132 million, based on the closing price of THCP of $9.95 and $9.75, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of January 7, 2021 $ - $ - $ - Initial Measurement on July 2, 2021 126,250 4,500,000 4,626,250 Issuance of warrants in connection with the partial exercise of the overallotment option 4,657 230,557 235,214 Change in valuation inputs and other assumptions (19,442 ) (709,584 ) (729,025 ) Fair value as of December 31, 2021 111,465 4,020,973 4,132,439 Change in valuation inputs and other assumptions (82,951 ) (3,122,167 ) (3,205,118 ) Fair value as of December 31, 202 $ 28,514 $ 898,806 $ 927,321 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Public Warrant Fair value as of July 2, 2021 $ 126,250 $ 4,500,000 $ 4,626,250 Issuance of warrants in connection with the partial exercise of the overallotment option 4,657 230,557 235,214 Change in valuation inputs or other assumptions (19,442 ) (709,584 ) (729,025 ) Fair value of Warrants transferred out of Level 3 111,465 4,020,973 4,132,438 Fair value of Level 3 warrant liabilities as of December 31, 2021 $ - $ - $ - |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE 10. BUSINESS COMBINATION On March 22, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, Coincheck Group B.V., a Dutch private limited liability company (“PubCo”), M1 Co G.K., a Japanese limited liability company (“HoldCo”), Coincheck Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Coincheck, Inc., a Japanese joint stock company (“Coincheck”). If the Business Combination Agreement is approved by the Company’s stockholders, and the transactions contemplated by the Business Combination Agreement are consummated, (1) Coincheck equityholders will conduct a share exchange pursuant to which they will receive shares of PubCo and Coincheck will become a wholly owned subsidiary of PubCo and (2) the Company will merge with and into a wholly owned subsidiary of PubCo, with the Company continuing as the surviving corporation and a wholly owned subsidiary of PubCo, with Company stockholders and warrantholders receiving identical numbers of securities of PubCo (collectively, the “Coincheck Business Combination”). As consideration for the Coincheck Business Combination, Coincheck equityholders will receive approximately $1.25 billion in PubCo securities, valued at $10.00 per ordinary share, as well as the contingent right to receive up to 50 million PubCo ordinary shares as an earn out, with 25 million ordinary shares to be awarded if the closing price of PubCo ordinary shares equals or exceeds $12.50 for 20 out of 30 consecutive trading days, and 25 million ordinary shares to be issued if the closing price of PubCo ordinary shares equals or exceeds $15.00 for 20 out of 30 consecutive trading days. The consummation of the Business Combination is subject to customary closing conditions, as well as a minimum cash condition of $100 million, after giving effect to any redemptions by Company stockholders, and third-party financing, if any. The foregoing description of the Business Combination Agreement is subject to and qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is attached as an exhibit. Other than as specifically discussed, this Report does not give effect to the proposed Coincheck Business Combination. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11. INCOME TAXES As of December 31, 2022 and December 31, 2021, the Company’s net deferred tax assets are as follows: 12/31/2022 12/31/2021 Deferred tax asset: Organizational costs/Startup expenses $ 85,484 $ 90,512 Net operating loss carryover - 41,401 Total deferred tax asset 85,484 131,913 Valuation allowance (85,484 ) (131,913 ) Deferred tax asset, net of allowance $ - $ - The income tax benefit for the period from January 1, 2022 through December 31, 2022 and from January 7, 2021 (Inception) through December 31, 2021, consists of the following: January 1, 2022 January 7, 2021 Federal: Current $ 308,439 - State: Current $ - - Income tax provision $ 308,439 - A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and December 31, 2021, consists of the following: 12/31/2022 12/31/2021 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (50.5 )% (441.2 )% Change in valuation allowance 35.8 % 420.2 % Effective Tax Rate 6.3 % 0.0 % The Company will file taxes in the U.S. Federal jurisdiction. We have $0 and $197,146 in net operating loss carryovers at 2022 and 2021, respectively. We are subject to taxation in the United States. As of December 31, 2022, we have no tax years under examination by the IRS. The U.S. federal tax returns for tax years 2021 and 2020 remain open to examination by the tax authorities. We have established a full valuation allowance for our deferred tax assets for the years ended December 31, 2022 and 2021, as it is more likely than not that these assets will not be realized in the foreseeable future. Our valuation allowance decreased by $46,429 from 2021 to 2022. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements |
Liquidity and Capital Resources | Liquidity and Capital Resources As of December 31, 2022, the Company had a working capital deficit of approximately $1,958,000, including approximately $32,000 in its operating bank account. The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, an advance from an affiliate of the Sponsor of the payment of certain formation and operating costs on behalf of the Company and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, as of December 31, 2022 and 2021, there were $206,000 and $0 amounts outstanding under the Working Capital Loan (Note 5). In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification 205-40, Presentation of Financial Statements - Going Concern |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the 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 Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $32,021 and $559,285 in cash and no cash equivalents as of December 31, 2022 and 2021, respectively. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. |
Shares Subject to Possible Redemption | Shares Subject to Possible Redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in FASB ASC 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of 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) is classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Offering Costs | Offering Costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs are charged against the carrying value of Class A common stock or the statement of operations based on the relative value of the Class A common stock and the Public Warrants to the proceeds received from the Units sold upon the completion of the IPO. Accordingly, offering costs in the aggregate of $13,427,731 were recognized, $269,805 of which was allocated to the warrants and immediately expensed included in formation costs and other operating expenses in the Statements of Operations, and $13,157,926 was allocated to Class A common stock, reducing the carrying amount of such shares. |
Cash Held in Trust Account | Cash Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were invested in a money market fund. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The calculation of diluted net income (loss) per share does not consider the effect of the Public Warrants issued in connection with the Initial Public Offering and the sale of the Private Placement Warrants, because the exercise of the warrants is contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per share: For the Year Ended For the Period from Class A Class B Class A Class B (1) Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss), as adjusted $ 3,022,921 $ 735,576 $ (113,000 ) $ (52,906 ) Less: Accretion allocated based on ownership percentage (2,309,134 ) (561,889 ) (5,349 ) (2,505 ) Plus: Accretion applicable to Class A redeemable shares 2,871,025 - 7,854 Income (loss) by class $ 3,584,810 $ 173,687 $ (110,495 ) $ (55,411 ) Denominator: Basic and diluted weighted average common shares outstanding 24,300,840 5,913,196 12,262,874 5,741,402 Basic and diluted net income (loss) per share $ 0.15 $ 0.03 $ (0.01 ) $ (0.01 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. |
Warrants | Warrants The Company accounts for the Public Warrants (as defined below) and Private Placement Unit Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period while the warrants are outstanding. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the stockholders For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events | Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of December 31, 2022 through the date these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of basic and diluted net income (loss) per share | For the Year Ended For the Period from Class A Class B Class A Class B (1) Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss), as adjusted $ 3,022,921 $ 735,576 $ (113,000 ) $ (52,906 ) Less: Accretion allocated based on ownership percentage (2,309,134 ) (561,889 ) (5,349 ) (2,505 ) Plus: Accretion applicable to Class A redeemable shares 2,871,025 - 7,854 Income (loss) by class $ 3,584,810 $ 173,687 $ (110,495 ) $ (55,411 ) Denominator: Basic and diluted weighted average common shares outstanding 24,300,840 5,913,196 12,262,874 5,741,402 Basic and diluted net income (loss) per share $ 0.15 $ 0.03 $ (0.01 ) $ (0.01 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of liabilities that are measured at fair value on a recurring basis | December 31, December 31, Description Level 2022 2021 Assets: Cash and marketable securities held in Trust Account (1) 1 $ 239,770,045 $ 236,535,659 Liabilities: Public Warrants 1 $ 898,806 $ 4,017,944 Private Placement Warrants 2 28,514 111,465 Promissory note payable – related party, at fair value 3 206,000 - (1) Measured at fair value on a recurring basis. |
Schedule of private placement warrants and public warrants | Input July 2, Risk-free interest rate 1.11 % Expected term (years) 6.49 Expected Volatility 14.1 % Exercise Price $ 11.5 Stock price $ 9.70 December 31, Input 2022 2021 Risk-free interest rate 3.99 % 1.35 % Expected term (years) 5 5 Expected term to de-SPAC (years) 0.55 0.99 Expected Volatility 25.6 % 12.5 % Exercise Price 11.5 11.50 Stock price 9.95 9.75 |
Schedule of fair value of warrant liabilities | Private Warrant Placement Public Liabilities Fair value as of January 7, 2021 $ - $ - $ - Initial Measurement on July 2, 2021 126,250 4,500,000 4,626,250 Issuance of warrants in connection with the partial exercise of the overallotment option 4,657 230,557 235,214 Change in valuation inputs and other assumptions (19,442 ) (709,584 ) (729,025 ) Fair value as of December 31, 2021 111,465 4,020,973 4,132,439 Change in valuation inputs and other assumptions (82,951 ) (3,122,167 ) (3,205,118 ) Fair value as of December 31, 202 $ 28,514 $ 898,806 $ 927,321 |
Schedule of fair value of Level 3 warrant liabilities | Private Public Warrant Fair value as of July 2, 2021 $ 126,250 $ 4,500,000 $ 4,626,250 Issuance of warrants in connection with the partial exercise of the overallotment option 4,657 230,557 235,214 Change in valuation inputs or other assumptions (19,442 ) (709,584 ) (729,025 ) Fair value of Warrants transferred out of Level 3 111,465 4,020,973 4,132,438 Fair value of Level 3 warrant liabilities as of December 31, 2021 $ - $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | 12/31/2022 12/31/2021 Deferred tax asset: Organizational costs/Startup expenses $ 85,484 $ 90,512 Net operating loss carryover - 41,401 Total deferred tax asset 85,484 131,913 Valuation allowance (85,484 ) (131,913 ) Deferred tax asset, net of allowance $ - $ - |
Schedule of income tax benefit | January 1, 2022 January 7, 2021 Federal: Current $ 308,439 - State: Current $ - - Income tax provision $ 308,439 - |
Schedule of federal income tax rate | 12/31/2022 12/31/2021 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrant liabilities (50.5 )% (441.2 )% Change in valuation allowance 35.8 % 420.2 % Effective Tax Rate 6.3 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 12 Months Ended | |||
Aug. 09, 2021 | Jul. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of shares units (in Shares) | 23,652,784 | |||
Price per unit (in Dollars per share) | $ 10 | |||
Maturity term | 185 days | |||
Transaction costs | $ 12,793,700 | |||
Underwriting fees | 4,500,000 | |||
Deferred underwriting fees | 7,875,000 | |||
Other costs | 418,700 | |||
Cash held outside of trust account | $ 32,022 | $ 559,285 | ||
Additional private placement units (in Shares) | 23,055 | |||
Generating gross proceeds | $ 230,550 | |||
Additional proceeds in trust account | 11,527,840 | |||
Percentage of fair market value | 80% | |||
Net tangible assets | $ 5,000,001 | |||
Redemption rights percentage | 15% | |||
Price per share (in Dollars per share) | $ 10 | |||
Business combination, description | If the Company has not completed a Business Combination by the end of the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). | |||
Loan amount | $ 1,500,000 | |||
Loan borrowed | $ 206,000 | |||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of shares units (in Shares) | 22,500,000 | |||
Gross proceeds | $ 225,000,000 | |||
Price per unit (in Dollars per share) | $ 10 | |||
Net proceeds | $ 225,000,000 | |||
Private Placement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Number of shares units (in Shares) | 625,000 | |||
Gross proceeds | $ 6,250,000 | |||
Price per unit (in Dollars per share) | $ 10 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Gross proceeds | $ 11,527,840 | |||
Additional units (in Shares) | 1,152,784 | |||
Class B Common Stock [Member] | Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Forfeited shares (in Shares) | 555,554 | |||
Business Combination [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Ownership percentage | 50% | |||
Business combination, description | The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |||
Transaction costs | $ 1,294,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Working capital deficit | $ 1,958,000 | |
Operating bank account | 32,000 | |
Outstanding value | 206,000 | $ 0 |
Loan funds | 1 | |
Cash and Cash Equivalents, at Carrying Value | 32,021 | $ 559,285 |
Offering costs | 13,427,731 | |
Warrants expense | 269,805 | |
Federal depository insurance corporation coverage | 250,000 | |
Sponsor [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Contribution amount from sponsor | 25,000 | |
Class A Common Stock [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Carrying amount | $ 13,157,926 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 3,022,921 | $ (113,000) |
Less: Accretion allocated based on ownership percentage | (2,309,134) | (5,349) |
Plus: Accretion applicable to Class A redeemable shares | 2,871,025 | 7,854 |
Income (loss) by class | $ 3,584,810 | $ (110,495) |
Denominator: | ||
Basic and diluted weighted average common shares outstanding (in Shares) | 24,300,840 | 12,262,874 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.15 | $ (0.01) |
Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 735,576 | $ (52,906) |
Less: Accretion allocated based on ownership percentage | (561,889) | (2,505) |
Plus: Accretion applicable to Class A redeemable shares | ||
Income (loss) by class | $ 173,687 | $ (55,411) |
Denominator: | ||
Basic and diluted weighted average common shares outstanding (in Shares) | 5,913,196 | 5,741,402 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.03 | $ (0.01) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) [Line Items] | ||
Basic and diluted weighted average common shares outstanding (in Shares) | 24,300,840 | 12,262,874 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.15 | $ (0.01) |
Class B [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) [Line Items] | ||
Basic and diluted weighted average common shares outstanding (in Shares) | 5,913,196 | 5,741,402 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.03 | $ (0.01) |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 12 Months Ended | ||
Aug. 09, 2021 | Jul. 02, 2021 | Dec. 31, 2021 | |
Initial Public Offering (Details) [Line Items] | |||
Number of shares in units | 23,652,784 | ||
Description of transaction | Each Unit will consist of one share of the Company’s Class A common stock, $0.0001 par value, and one fifth of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7). | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of shares in units | 22,500,000 | ||
Share price | $ 10 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Purchased an additional | 1,152,784 | ||
Purchase price per share | $ 10 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] - USD ($) | 12 Months Ended | ||
Aug. 09, 2021 | Jul. 02, 2021 | Dec. 31, 2022 | |
Private Placement (Details) [Line Items] | |||
Financing expense | $ 1,250 | ||
Sponsor [Member] | |||
Private Placement (Details) [Line Items] | |||
Number of units in shares (in Shares) | 625,000 | ||
Price per share (in Dollars per share) | $ 10 | $ 10 | |
Aggregate purchase price | $ 6,250,000 | ||
Sale of additional units (in Shares) | 23,055 | ||
Generating gross proceeds | $ 230,550 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Aug. 09, 2021 | Jul. 02, 2021 | Feb. 08, 2021 | May 24, 2022 | Mar. 25, 2022 | Jan. 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Business combination, description | The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. | |||||||
Promissory note loan amount | $ 1,500,000 | |||||||
Outstanding promissory note | $ 206,000 | |||||||
Fair value of working capital loan | 206,000 | |||||||
Incurred amount | 120,000 | $ 60,000 | ||||||
Advisory Agreement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Incurred amount | 240,000 | $ 120,000 | ||||||
Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Subject to forfeiture shares (in Shares) | 843,750 | |||||||
Purchase of additional shares (in Shares) | 1,152,784 | |||||||
Initial Public Offering [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Percentage of issued and outstanding shares | 20% | |||||||
Cover expenses | $ 300,000 | |||||||
Issuance initial public offering | $ 105,000 | |||||||
Private Placement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Convertible notes payable | $ 1,500,000 | |||||||
Convertible promissory note, price per share (in Dollars per share) | $ 10 | |||||||
Class B Common Stock [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Founder shares (in Shares) | 6,468,750 | |||||||
Purchase price of sponsor share | $ 25,000 | |||||||
Class B Common Stock [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Subject to forfeiture shares (in Shares) | 555,554 | |||||||
Sponsor [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Promissory note loan amount | $ 200,000 | |||||||
Administrative expenses | 10,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Administrative expenses | $ 20,000 |
Commitments (Details)
Commitments (Details) - USD ($) | 12 Months Ended | |
Aug. 09, 2021 | Dec. 31, 2022 | |
Over-Allotment Option [Member] | ||
Commitments (Details) [Line Items] | ||
Underwriter additional units | 3,375,000 | |
Purchase of additional shares | 1,152,784 | |
Gross proceeds | $ 8,278,474 | |
Initial Public Offering [Member] | ||
Commitments (Details) [Line Items] | ||
Underwriting discount percentage | 2% | |
Gross proceeds | $ 4,730,557 | |
Percentage of deferred fee | 3.50% |
Warrants (Details)
Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants (Details) [Line Items] | ||
Public warrants expiration | 5 years | |
Description of warrants for redemption | Once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders. | |
Public warrants, description | In addition, once the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.10 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock to be determined by reference to a formula set out in the warrant agreement; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within a 30-trading day period commencing no earlier than the date the warrants become exercisable and ending on the third business day before the date on which the Company sends the notice of redemption to the warrant holders (the “30-day Reference Period”); and ● if, and only if, the last reported sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities) for any 20 trading days within the 30-day Reference Period, the private placement warrants are also concurrently redeemed at the same price and terms as the outstanding Public Warrants (provided that the redemption may be on a cashless basis). | |
Issue price per share | $ 10 | |
Market value per share | 9.2 | |
Redemption trigger price | 10 | |
Public warrants price per share | $ 18 | |
Warrants outstanding | 4,730,557 | |
Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Redemption trigger price | $ 18 | |
Ownership [Member] | ||
Warrants (Details) [Line Items] | ||
Equity proceeds percentage | 60% | |
Minimum [Member] | ||
Warrants (Details) [Line Items] | ||
Market value percentage | 115% | |
Maximum [Member] | ||
Warrants (Details) [Line Items] | ||
Market value percentage | 180% | |
Private Placement [Member] | ||
Warrants (Details) [Line Items] | ||
Public warrants price per share | $ 0.1 | |
Consideration receivable percentage | 70% | |
Warrants outstanding | 129,611 | 129,611 |
Fair value of warrants | $ 28,514 | $ 111,465 |
Public Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants outstanding | 4,730,557 | 4,730,557 |
Fair value of warrants | $ 898,806 | $ 4,020,973 |
Class A Common Stock [Member] | ||
Warrants (Details) [Line Items] | ||
Issue price per share | $ 9.2 | |
Consideration receivable percentage | 70% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one | |
Common stock, shares issued | 648,055 | 648,055 |
Common stock, shares outstanding | 648,056 | 648,056 |
Class B Common Stock [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, voting rights | one | |
Common stock, shares, issued | 5,913,196 | 5,913,196 |
Common stock, shares outstanding | 5,913,196 | 5,913,196 |
Percentage of total common stock outstanding | 20% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jul. 02, 2021 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair value yield term | 6 years | |
Warrants per share | $ 18 | |
Private placement warrants | $ 1 | |
Public warrants price per share | $ 1.01 | |
Aggregate value of private placement warrants (in Dollars) | $ 4,500 | |
Aggregate value of public warrants (in Dollars) | $ 126 | |
Warrants, description | As of December 31, 2022 and 2021, the aggregate values of the Private Placement Warrants and Public Warrants were approximately $927 million and $4,132 million, based on the closing price of THCP of $9.95 and $9.75, respectively. |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of liabilities that are measured at fair value on a recurring basis - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Level 1 [Member] | |||
Assets: | |||
Cash and marketable securities held in Trust Account | [1] | $ 239,770,045 | $ 236,535,659 |
Liabilities: | |||
Public Warrants | 898,806 | 4,017,944 | |
Level 2 [Member] | |||
Liabilities: | |||
Private Placement Warrants | 28,514 | 111,465 | |
Level 3 [Member] | |||
Liabilities: | |||
Promissory note payable – related party, at fair value | $ 206,000 | ||
[1] Measured at fair value on a recurring basis. |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of private placement warrants and public warrants - $ / shares | 12 Months Ended | ||
Jul. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Risk-free interest rate | 1.11% | 3.99% | 1.35% |
Expected term (years) | 6 years 5 months 26 days | 5 years | 5 years |
Expected Volatility | 14.10% | 25.60% | 12.50% |
Exercise Price | $ 11.5 | $ 11.5 | $ 11.5 |
Stock price | $ 9.7 | $ 9.95 | $ 9.75 |
de-SPAC [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Expected term (years) | 6 months 18 days | 11 months 26 days |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | ||
Fair value beginning | $ 111,465 | |
Initial Measurement on July 2, 2021 | 126,250 | |
Issuance of warrants in connection with the partial exercise of the overallotment option | 4,657 | |
Change in valuation inputs and other assumptions | (82,951) | (19,442) |
Fair value ending | 28,514 | 111,465 |
Public [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | ||
Fair value beginning | 4,020,973 | |
Initial Measurement on July 2, 2021 | 4,500,000 | |
Issuance of warrants in connection with the partial exercise of the overallotment option | 230,557 | |
Change in valuation inputs and other assumptions | (3,122,167) | (709,584) |
Fair value ending | 898,806 | 4,020,973 |
Warrant Liabilities [Member] | ||
Fair Value Measurements (Details) - Schedule of fair value of warrant liabilities [Line Items] | ||
Fair value beginning | 4,132,439 | |
Initial Measurement on July 2, 2021 | 4,626,250 | |
Issuance of warrants in connection with the partial exercise of the overallotment option | 235,214 | |
Change in valuation inputs and other assumptions | (3,205,118) | (729,025) |
Fair value ending | $ 927,321 | $ 4,132,439 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of fair value of Level 3 warrant liabilities - Level 3 Warrant Liabilities [Member] | 6 Months Ended |
Dec. 31, 2021 USD ($) | |
Private Placement Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of fair value of Level 3 warrant liabilities [Line Items] | |
Fair value as of July 2, 2021 | $ 126,250 |
Issuance of warrants in connection with the partial exercise of the overallotment option | 4,657 |
Change in valuation inputs or other assumptions | (19,442) |
Fair value of Warrants transferred out of Level 3 | 111,465 |
Fair value of Level 3 warrant liabilities as of December 31, 2021 | |
Public Warrants [Member] | |
Fair Value Measurements (Details) - Schedule of fair value of Level 3 warrant liabilities [Line Items] | |
Fair value as of July 2, 2021 | 4,500,000 |
Issuance of warrants in connection with the partial exercise of the overallotment option | 230,557 |
Change in valuation inputs or other assumptions | (709,584) |
Fair value of Warrants transferred out of Level 3 | 4,020,973 |
Fair value of Level 3 warrant liabilities as of December 31, 2021 | |
Warrant Liabilities [Member] | |
Fair Value Measurements (Details) - Schedule of fair value of Level 3 warrant liabilities [Line Items] | |
Fair value as of July 2, 2021 | 4,626,250 |
Issuance of warrants in connection with the partial exercise of the overallotment option | 235,214 |
Change in valuation inputs or other assumptions | (729,025) |
Fair value of Warrants transferred out of Level 3 | 4,132,438 |
Fair value of Level 3 warrant liabilities as of December 31, 2021 |
Business Combination (Details)
Business Combination (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combination (Details) [Line Items] | |
Minimum cash condition | $ 100 |
Business Combination [Member] | |
Business Combination (Details) [Line Items] | |
Consideration for business combination description | As consideration for the Coincheck Business Combination, Coincheck equityholders will receive approximately $1.25 billion in PubCo securities, valued at $10.00 per ordinary share, as well as the contingent right to receive up to 50 million PubCo ordinary shares as an earn out, with 25 million ordinary shares to be awarded if the closing price of PubCo ordinary shares equals or exceeds $12.50 for 20 out of 30 consecutive trading days, and 25 million ordinary shares to be issued if the closing price of PubCo ordinary shares equals or exceeds $15.00 for 20 out of 30 consecutive trading days. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryovers | $ 0 | $ 197,146 |
Valuation allowance | $ 46,429 | $ 46,429 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of net deferred tax assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset: | ||
Organizational costs/Startup expenses | $ 85,484 | $ 90,512 |
Net operating loss carryover | 41,401 | |
Total deferred tax asset | 85,484 | 131,913 |
Valuation allowance | (85,484) | (131,913) |
Deferred tax asset, net of allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of income tax benefit - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal: | ||
Current | $ 308,439 | |
State: | ||
Current | ||
Income tax provision | $ 308,439 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of federal income tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Federal Income Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Change in fair value of warrant liabilities | (50.50%) | (441.20%) |
Change in valuation allowance | 35.80% | 420.20% |
Effective Tax Rate | 6.30% | 0% |