Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 12, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | B. Riley Principal 250 Merger Corp. | ||
Trading Symbol | BRIV | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 173.5 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001844211 | ||
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 | 001-40389 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1635003 | ||
Entity Address, Address Line One | 299 Park Avenue | ||
Entity Address, Address Line Two | 21st Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10171 | ||
City Area Code | (212) | ||
Local Phone Number | 457-3300 | ||
Title of 12(b) Security | Class A common stock, $0.0001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Document Financial Statement Error Correction [Flag] | false | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 4,312,500 | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 17,850,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 442,978 | $ 1,050,144 |
Accrued interest receivable | 558,497 | |
Prepaid expenses - current | 162,790 | 430,061 |
Total current assets | 1,164,265 | 1,480,205 |
Prepaid expenses - non-current | 150,290 | |
Cash held in Trust Account | 174,437,246 | 172,507,535 |
Total assets | 175,601,511 | 174,138,030 |
Current liabilities: | ||
Accounts payable and accrued expenses | 285,622 | 175,325 |
Income taxes payable | 454,600 | |
Due to related party | 72,698 | 27,698 |
Total current liabilities | 812,920 | 203,023 |
Warrant liability | 180,500 | 4,766,000 |
Total liabilities | 993,420 | 4,969,023 |
Commitments and contingencies | ||
Class A Common stock subject to possible redemption; 17,250,000 shares (at redemption value of $10.07 and $10.00 per share at December 31, 2022 and 2021, respectively) | 173,651,499 | 172,500,000 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 600,000 shares issued and outstanding as of December 31, 2022 and 2021 (excluding 17,250,000 subject to redemption) | 60 | 60 |
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding at December 31, 2022 and 2021 | 431 | 431 |
Additional paid-in capital | ||
Retained earnings (deficit) | 956,101 | (3,331,484) |
Total stockholders’ equity (deficit) | 956,592 | (3,330,993) |
Total liabilities and stockholders’ equity (deficit) | $ 175,601,511 | $ 174,138,030 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 17,250,000 | 17,250,000 |
Common stock subject to possible redemption per share (in Dollars per share) | $ 10.11 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 600,000 | 600,000 |
Common stock, shares outstanding | 600,000 | 600,000 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
Statement of Operations
Statement of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating costs | $ 1,180,024 | $ 574,977 |
Loss from operations | (1,180,024) | (574,977) |
Other income (expense): | ||
Interest income | 2,488,208 | 7,535 |
Warrant issue costs | (124,789) | |
Change in fair value of derivative liability | 84,985 | |
Change in fair value of warrants | 4,585,500 | 773,500 |
Total other income | 7,073,708 | 741,231 |
Income before income taxes | 5,893,684 | 166,254 |
Provision for income taxes | 454,600 | |
Net income | $ 5,439,084 | $ 166,254 |
Class A Common Stock | ||
Other income (expense): | ||
Basic and diluted weighted average shares outstanding (in Shares) | 17,850,000 | 11,229,781 |
Basic and diluted net income per share (in Dollars per share) | $ 0.25 | $ 0.01 |
Class B Common Stock | ||
Other income (expense): | ||
Basic and diluted weighted average shares outstanding (in Shares) | 4,312,500 | 4,058,219 |
Basic and diluted net income per share (in Dollars per share) | $ 0.25 | $ 0.01 |
Diluted weighted average shares outstanding, Class B common shares (in Shares) | 4,312,500 | 4,312,500 |
Statement of Operations (Parent
Statement of Operations (Parentheticals) - Class A Common Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Basic and diluted weighted average shares outstanding | 17,850,000 | 11,229,781 |
Basic and diluted net income per share | $ 0.25 | $ 0.01 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Class B Common Stock | Class A Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 431 | $ 24,569 | $ (1,448) | $ 23,552 | |
Balance (in Shares) at Dec. 31, 2020 | 4,312,500 | ||||
Sale of 555,000 Private Placement Units on May 11, 2021 | $ 56 | 5,372,344 | 5,372,400 | ||
Sale of 555,000 Private Placement Units on May 11, 2021 (in Shares) | 555,000 | ||||
Sale of 45,000 Private Placement Units on June 14, 2021 | $ 4 | 435,596 | 435,600 | ||
Sale of 45,000 Private Placement Units on June 14, 2021 (in Shares) | 45,000 | ||||
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital and accumulated deficit | (5,832,509) | (3,466,070) | (9,298,579) | ||
Reclassification of derivative liability upon exercise of overallotment option | (30,220) | (30,220) | |||
Net income | 166,254 | 166,254 | |||
Balance at Dec. 31, 2021 | $ 431 | $ 60 | (3,331,484) | (3,330,993) | |
Balance (in Shares) at Dec. 31, 2021 | 4,312,500 | 600,000 | |||
Subsequent measurement of Class A Common Stock Subject to Redemption under ASC 480-10-S99 against accumulated deficit | (1,151,499) | (1,151,499) | |||
Net income | 5,439,084 | 5,439,084 | |||
Balance at Dec. 31, 2022 | $ 431 | $ 60 | $ 956,101 | $ 956,592 | |
Balance (in Shares) at Dec. 31, 2022 | 4,312,500 | 600,000 |
Statements of Changes in Stoc_2
Statements of Changes in Stockholders' Equity (Deficit) (Parentheticals) - USD ($) | Jun. 14, 2021 | May 11, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Sale of Private Placement Units | $ 45,000 | $ 555,000 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 5,439,084 | $ 166,254 |
Interest earned on investments held in Trust Account | (1,929,711) | (7,535) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Warrant issue costs | 124,789 | |
Unrealized gain on change in fair value of derivative liability | (84,985) | |
Unrealized gain on change in fair value of warrants | (4,585,500) | (773,500) |
Increase in accrued interest receivable | (558,497) | |
Decrese (increase) in prepaid expenses | 417,561 | (580,351) |
Increase in accounts payable and accrued expenses | 110,297 | 174,875 |
Increase in income taxes payable | 454,600 | |
Increase in due to related party | 45,000 | 26,700 |
Net cash used in operating activities | (607,166) | (953,753) |
Cash flows from investing activities: | ||
Proceeds deposited in Trust Account | (172,500,000) | |
Net cash used in investing activities | (172,500,000) | |
Cash flows from financing activities: | ||
Proceeds from note payable - related party | 100,000 | |
Repayment of note payable - related party | (100,000) | |
Proceeds from issuance of Class B common stock | 172,500,000 | |
Proceeds from issuance of private placement units | 6,000,000 | |
Payment of underwriting discounts | (3,450,000) | |
Payment of offering expenses | (571,103) | |
Net cash provided by financing activities | 174,478,897 | |
Increase in cash | (607,166) | 1,025,144 |
Cash, beginning of year | 1,050,144 | 25,000 |
Cash, end of period | 442,978 | 1,050,144 |
Supplemental disclosures: | ||
Interest paid | ||
Taxes paid | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Remeasurement of Class A ordinary shares subject to possible redemption | 1,151,499 | 9,298,579 |
Initial classification of warrant liability | $ 5,539,500 |
Organization and Nature of Busi
Organization and Nature of Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Nature of Business Operations [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND NATURE OF BUSINESS OPERATIONS Organization and General B. Riley Principal 250 Merger Corp. (the “Company”), a blank check corporation, was incorporated as a Delaware corporation on June 19, 2020. The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity of the Company includes the activity of the Company from inception and activity related to the initial public offering (the “Public Offering”) described below and evaluating prospective acquisition targets. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering described below. The Company has selected December 31st as its fiscal year end. Public Offering The Company completed the sale of 15,000,000 units (the “Public Units”) at an offering price of $10.00 per Public Unit in the Public Offering on May 11, 2021. B. Riley Principal 250 Sponsor Co. LLC (the “Sponsor”), a Delaware limited liability company and a wholly-owned indirect subsidiary of B. Riley Financial, Inc. (“B. Riley Financial”), purchased an aggregate of 555,000 units at a price of $10.00 per unit (the “Private Placement Units”) in a private placement that closed on May 11, 2021 simultaneously with the Public Offering. The sale of the 15,000,000 Public Units in the Public Offering generated gross proceeds of $150,000,000, less underwriting commissions of $3,000,000 (2% of the gross proceeds of the Public Offering) and other offering costs of $571,103. The sale of the Private Placement Units generated $5,550,000 of gross proceeds. The Company granted the underwriters a 45-day option from the date of the prospectus, May 7, 2021, to purchase additional Public Units. On June 14, 2021, the underwriters exercised the over-allotment in full and purchased an additional 2,250,000 Public Units (the “Over-Allotment Public Units”), generating gross proceeds of $22,500,000, less underwriting commissions of $450,000 (2% of the gross proceeds of the Over-Allotment Public Units. On June 14, 2021, simultaneously with consummation of the sale of the Over-Allotment Public Units, the Company consummated a private sale of an additional 45,000 Private Placement Units (the “Over-Allotment Private Placement Units”) to the Sponsor, generating gross proceeds of $450,000. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (“Class A common stock”, and with respect to the shares underlying the Public Units, the “public shares” and with respect to the shares underlying the Private Placement Units, the “Private Placement Shares”), and one-third of one redeemable warrant, with each whole warrant exercisable for one share of Class A common stock (the “Warrants” and, with respect to the Warrants underlying the Public Units, the “Public Warrants” and with respect to the Warrants underlying the Private Placement Units, the “Private Placement Warrants”). One Warrant entitles the holder thereof to purchase one whole share of Class A common stock at an initial exercise price of $11.50 per share. Sponsor and Note Payable - Related Party The Company had a note payable to Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses of the Public Offering. The note payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. Borrowings on the note payable due to related party was $100,000 on the date of the Public Offering. On May 17, 2021, the note payable – related party in the amount of $100,000 was repaid using proceeds from the Public Offering and the sale of the Private Placement Units. The Trust Account Upon completion of the Public Offering, and the underwriters exercise of the over-allotment in full, $172,250,000 of proceeds were placed in the Company’s trust account at Bank of America, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”) and are invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering and the sale of the Private Placement Units held outside the Trust Account. At December 31, 2022, there was $174,437,246 in the Trust Account. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering may not be released from the Trust Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if it does not complete the Initial Business Combination by May 11, 2023; or (iii) the redemption of all of the Company’s public shares if the Company is unable to complete the Initial Business Combination by May 11, 2023 (at which such time up to $100,000 of interest shall be available to the Company to pay dissolution expenses), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Company’s public shares (the “public stockholders Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount). There is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public stockholders’ with the opportunity to redeem all or a portion of their shares upon the completion of the Initial Business Combination, either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its public shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock have been recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination by May 11, 2023, 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 the Company to pay franchise and income 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 liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination by May 11, 2023. However, if the Sponsor or any of the Company’s directors or officers acquires public shares in or after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s remaining stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. Going Concern Consideration The Company has principally financed its operations from inception using proceeds from the promissory note from the Sponsor prior to the Public Offering and such amount of proceeds from the Public Offering, the sale of the Private Placement Units, and the underwriters exercise of the over-allotment in full that were placed in a bank account outside of the Trust Account for working capital purposes. In connection with the closing of the Public Offering, Private Placement, and the underwriters exercise of the over-allotment in full, $172,500,000 (or $10.00 per Class A common stock) of proceeds were placed in the Trust Account. As of December 31, 2022, the Company had $442,978 in its operating bank account, $174,437,246 in investments held in the Trust Account to be used for an Initial Business Combination or to repurchase or redeem its public shares in connection therewith and working capital of $342,570, which excludes accrued interest receivable of $558,497, income taxes payable of $454,600 and Delaware franchise taxes payable of $95,122 (which is included in accounts payable and accrued expenses at December 31, 2022) as franchise taxes and income taxes are paid from the Trust Account from interest income earned. If our funds are insufficient to meet the expenditures required for operating our business in the attempt to find an Initial Business Combination or in the event that an Initial Business Combination is not consummated, we will likely need to raise additional funds in order to meet the expenditures required for operating our business. The Company may not be able to obtain additional financing or raise additional capital to finance its ongoing operations. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. If we are unable to raise additional funds to alleviate liquidity needs and complete an Initial Business Combination by May 11, 2023, then we will cease all operations except for the purpose of liquidating. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance date of these financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate 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, by Policy [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 statement(s) 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 statement 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 statement. Estimates are used when accounting for certain items such as valuation of investments held in Trust Account, derivative and warrant liabilities, and accounting for income tax valuation allowances. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account As of December 31, 2022 and 2021, the Company had $174,437,246 and $172,507,535, respectively, in investments held in the Trust Account. The assets held in the Trust Account were held in a mutual fund that invests in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption All of the 17,250,000 shares of Class A common stock sold as part of the Public Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require shares of common stock subject to redemption to be classified outside of permanent equity. Therefore, all of the shares of Class A common stock sold in the Public Offering has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The shares of Class A common stock reflected in the balance sheet are reconciled in the following table for the years ended December 31, 2021 and 2022: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (5,347,500 ) Proceeds allocated to derivative liability (84,985 ) Issuance costs allocated to Class A ordinary shares (3,896,314 ) Plus: Remeasurement of carrying value to redemption value 9,328,799 Class A ordinary shares subject to possible redemption - December 31, 2021 172,500,000 Plus: Remeasurement of carrying value to redemption value 1,151,499 Class A ordinary shares subject to possible redemption - December 31, 2022 $ 173,651,499 Note Payable - Related Party The Company had a note payable to Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The notes payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. Borrowings on the note payable due to related party was $100,000 on the date of the Public Offering. On May 17, 2021, the note payable – related party in the amount of $100,000 was repaid using proceeds from the Public Offering and the Private Placement. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the liability related to the common stock warrants will be reclassified to additional paid-in capital. At December 31, 2022, there were 5,950,000 Warrants issued in connection with the Public Offering (the 5,750,000 public Warrants and the 200,000 Private Placement Warrants). Offering Costs Associated with the Public Offering The Company complies with the requirements of 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 Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $4,021,103 as a result of the Public Offering (consisting of underwriting commissions of $3,450,000 (2% of the gross proceeds of the Public Offering) and other offering costs of $571,103). The Company recorded $3,896,314 of offering costs as a reduction of temporary equity in connection with the shares of Class A common stock included in the Units. The Company immediately expensed $124,789 of offering costs during 2021 in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. Income Taxes Prior to the change in ownership on May 11, 2021 as a result of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the “Parent”). During this period, the Company calculated the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The current provision was the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Following changes in ownership on May 11, 2021, the Company deconsolidated from the Parent for tax purposes. Beginning May 11, 2021, the Company files separate corporate federal and state and local income tax returns. Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” 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 as income tax expense. As of December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases if stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of public traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of excise tax is generally 1% of the fair market value of the shares repurchased at the time of repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with an Initial Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with an Initial Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchase in connection with the Initial Business Combination, extension or otherwise, (ii) the structure of an Initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with an Initial Business Combination (or otherwise issued not in connection with an Initial Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics or any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete an Initial Business Combination and in the Company’s ability to complete an Initial Business Combination. Unrecognized Tax Benefits The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of December 31, 2022 and 2021. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private and public Warrants to purchase 5,950,000 shares of common stock at $11.50 per share were issued in connection with the IPO and exercise of overallotment. At December 31 2022 and 2021, no Warrants have been exercised. The 5,950,000 potential common shares for outstanding Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31, 2022 and 2021 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net loss per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: Year Ended Year Ended December 31, December 31, 2022 2021 Basic and diluted weighted average shares outstanding, class A common shares 17,850,000 11,229,781 Basic and diluted Net income per share, Class A common shares $ 0.25 $ 0.01 Basic weighted average shares outstanding, Class B common shares 4,312,500 4,058,219 Basic Net income per share, Class B common shares $ 0.25 $ 0.01 Diluted weighted average shares outstanding, Class B common shares 4,312,500 4,312,500 Diluted Net income per share, Class B common shares $ 0.25 $ 0.01 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company’s 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 statements of operations. The Public Warrants commenced separate trading on June 28, 2021. See Note 4 for additional information on assets and liabilities measure at fair value. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ ASU 2020-06 In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is considering the impact of this pronouncement on the financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 — RELATED PARTY TRANSACTIONS Founder Shares On June 22, 2020, 7,187,500 shares of our Class B common stock were issued to B. Riley Principal Investments, LLC (the “ Founder Shares The Company’s Sponsor, officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (i) one year after the completion of the Initial Business Combination, (ii) the last sale price of 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 Initial Business Combination, or (iii) the date following the completion of the Initial Business Combination on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Fees Commencing on May 11, 2021, the Company agreed to pay an affiliate of the Sponsor a total of $3,750 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, it will cease paying these monthly fees. At December 31, 2022 and December 31, 2021, amounts due to related party includes $72,698 and $27,698, respectively, for administrative fees payable to the Sponsor. The Company incurred administrative fees of $45,000 and $27,698 during the years ended December 31, 2022 and 2021, respectively. Note Payable — Related Party The Company had a note payable to the Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The Note Payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. On May 17, 2021, the note payable – related party in the amount of $100,000 was repaid in full using proceeds from the Public Offering and the Private Placement. Due to Related Party Amounts owed to Sponsor for advances of operating expenses were $72,698 and $27,698 at December 31, 2022 and December 31, 2021, respectively, as more fully described above. Any amounts payable to our Sponsor or in the event there may be a future working capital loan from our Sponsor these amounts would be repaid from funds held outside the Trust Account or from funds released to the Company upon completion of the Initial Business Combination. Up to $1,500,000 of such working capital loans, in the event there are any outstanding amounts at the time of the completion of the Initial Business Combination, may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. None of our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds for working capital loans. There are no loans outstanding at December 31, 2022 and 2021. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
RECURRING FAIR VALUE MEASUREMENTS | NOTE 4 — RECURRING FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, Quoted Significant Significant Inputs Assets: Investments held in Trust Account $ 174,437,246 $ 174,437,246 $ — $ — 174,437,246 174,437,246 — — Liabilities: Public Warrants $ 172,500 $ 172,500 $ — $ — Private Placement Warrants 8,000 — — 8,000 Warrant Liability $ 180,500 $ 172,500 $ — $ 8,000 December 31, Quoted Significant Significant Inputs Assets: Investments held in Trust Account $ 172,507,535 $ 172,507,535 $ — $ — 172,507,535 172,507,535 — — Liabilities: Public Warrants $ 4,600,000 $ 4,600,000 $ — $ — Private Placement Warrants 166,000 — — 166,000 Warrant Liability $ 4,766,000 $ 4,600,000 $ — $ 166,000 Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement during the year ended December 31, 2021 after the Public Warrants were separately listed and traded. There were no transfers to/from Level 1, 2, and 3 measurements during the year ended December 31, 2022. Derivative Liability and Warrants In connection with the Public Offering, the Company granted the underwriters an option to purchase 2,250,000 of the Company’s Public Units for $10.00 per Public Unit, for 45 days commencing on May 11, 2021 (grant date). Since this option extended beyond the initial closing of the Public Offering, this option feature represented a call option that met the definition of a derivative. Accordingly, the call option has been separately accounted for at a fair value with the change in fair value between the grant date and June 14, 2021 (the date the overallotment was exercised) recorded as change in fair value of warrant liability. Upon initial closing of the Public Offering, the Company recorded a liability of $115,205 with corresponding decrease to additional paid in capital to record the fair value of the call option. The fair value of the call option was $30,220 on June 14, 2021 and the decrease in such fair value of the derivative liability in the amount of $84,985 is included in other income as change in fair value of derivative liability in the statement of operations. The underwriters exercised their option to purchase the overallotment of 2,250,000 Public Units on June 14, 2021. The Company used the Black-Scholes valuation model to determine the fair value of the call option on May 11, 2021 (grant date) and June 14, 2021 using assumptions commensurate with each measurement period as shown in the following table: Inputs May 11, June 14, Risk-free interest rate 0.1 % 0.1 % Expected term (years) 0.12 0.03 Expected volatility 4.0 % 4.0 % Exercise price $ 10.00 $ 10.00 Dividend yield - - 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. The Company utilized a Monte Carlo simulation model to value the Public Warrants on the initial measurement date. A Modified Black-Scholes model is used to value the Private Placement Warrants at each reporting period. The changes in fair value of warrants is recognized as part of other income (expense) in the statement of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. At December 31, 2021 and 2022, the key inputs into the Black-Scholes Model were as follows in determining the fair value of the private warrants: Inputs December 31, Risk-free interest rate 1.3 % Expected term (years) 5.6 Expected volatility 13.0 % Exercise price $ 11.50 Dividend yield - Inputs December 31, Risk-free interest rate 4.0 % Expected term (years) 5.4 Expected volatility 2.0 % Exercise price $ 11.50 Dividend yield - The change in the Level 3 derivative and warrant liability for the years ended December 31, 2021 and 2022 are as follows: Derivative and warrant liability at January 1, 2021 $ - Initial warrant liability at May 11,2021 5,539,500 Initial derivative liability at May 11, 2021 115,205 Transfer of public warrants to Level 1 (5,347,500 ) Value of derivative liability from overallotment exercised (30,220 ) Change in fair value of derivative and warrant liability (110,985 ) Warrant liability at December 31, 2021 166,000 Change in fair value of warrant liability (158,000 ) Warrant liability at December 31, 2022 $ 8,000 At December 31, 2022 and 2021, the Level 3 warrant liability is comprised of the Private Placement Warrants. The estimated fair value of the Public Warrants in the amount of $ 5,37,500 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 — COMMITMENTS AND CONTINGENCIES Business Combination Marketing Agreement Pursuant to a business combination marketing agreement, the Company engaged B. Riley Securities, Inc. as advisors in connection with its Initial Business Combination to assist it in arranging meetings with its stockholders to discuss a potential business combination and the target business’ attributes, introduce it to potential investors that may be interested in purchasing its securities, assist it in obtaining stockholder approval for its Initial Business Combination and assist it with the preparation of press releases and public filings in connection with the Initial Business Combination. The Company will pay B. Riley Securities, Inc. for such services upon the consummation of the Initial Business Combination a cash fee in an amount equal to 3.5% of the gross proceeds of the Public Offering (exclusive of any applicable finders’ fees which might become payable) ($6,037,500 since the underwriters’ over-allotment option was exercised in full). Pursuant to the terms of the business combination marketing agreement, no fee will be due if the Company does not complete an Initial Business Combination. Registration Rights The holders of Founder Shares (and any shares of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Units, Private Placement Shares, Private Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants) and any securities that may be issued upon conversion of working capital loans, if any, have registration rights to require the Company to register the resale of any of its securities held by them (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock) pursuant to a registration rights agreement. These holders are also entitled to certain piggyback registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants Disclosure Abstract | |
WARRANTS | NOTE 6 — WARRANTS Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable on the later of (a) 30 days after the completion of the Initial Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company will as soon as practicable, but in no event later than 15 business days, after the closing of the Initial Business Combination, use its best efforts to file with the Securities and Exchange Commission (“SEC”) a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective within 60 business days after the closing of the Initial Business Combination and to maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed, as specified in the Company’s warrant agreement. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act by the 60th business day after the closing of the Initial Business Combination, the Company will be required to permit holders to exercise their Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants. The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the 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) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. 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. In addition, if (x) the Company issues additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock for capital raising purposes in connection with the closing of the Initial Business Combination, at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the 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 funding the Initial Business Combination, and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business Combination (the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, in no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. There will be no redemption rights or liquidating distributions with respect to the Warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the 24-month time period. As more fully described in Note 2, the Company accounts for the warrants for shares of the Company’s common stock as a liability since they are not indexed to the Company’s stock. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 — INCOME TAXES The income tax provision for the year ended December 31, 2022 and 2021 consists of the following: Year Year Ended Ended December 31, 2022 December 31, 2021 Current: Federal $ 454,600 $ — Deferred: Federal (179,542 ) (119,163 ) Total 275,058 (119,163 ) Valuation allowance 179,542 119,163 Total provision for income taxes $ 454,600 $ — The Company’s net deferred tax asset at December 31, 2022 and 2021 are as follows: As of December 31, 2022 2021 Deferred tax assets: Accrued liabilities and other $ 299,009 $ 5,817 Net operating loss carryforward — 113,650 Total deferred tax assets 299,009 119,467 Valuation allowance (299,009 ) (119,467 ) Net deferred tax asset $ — $ — For the year ended December 31, 2021, the Company had U.S. federal net operating loss carryovers (“NOLs”) available to offset future taxable income of $541,192. These net operating losses were utilized to offset taxable income generated in the year ended December 31, 2022. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management determined that a valuation allowance was required. For the year ended December 31, 2022 and 2021, the change in the valuation allowance was $179,542 and $119,467, respectively. A reconciliation of the federal income tax rate to the Company’s effective income tax rate for the year ended December 31, 2022 and 2021 is as follows: Year Year Ended Ended December 31, 2022 December 31, 2021 Provision for income taxes at federal statutory rate 21.0 % 21.0 % Offering costs associated with warrants recorded as a liability 0.0 % 15.8 % Change in fair value of derivative liability and warrants (16.3 %) (108.4 %) Change in valuation allowance 3.0 % 71.6 % Effective income tax rate 7.7 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction and in New York. The Company’s tax returns since inception remain open and subject to examination. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 — STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company includes up to 100,000,000 shares of Class A common stock with a par value of $0.0001 per share and 10,000,000 shares of Class B common stock with a par value of $0.0001. If the Company enters into an Initial Business Combination, it may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination, to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At December 31, 2022 and 2021, there were 17,850,000 Class A common shares issued and outstanding. Of the 17,850,000 Class A common shares, 17,250,000 Class A common shares issued in the Public Offering are classified as temporary equity since they are subject to possible redemption as more fully described in Note 1 and 2. The remaining 600,000 Class A common shares and 4,312,500 Class B common shares issued and outstanding at December 31, 2022 and 2021 are classified as permanent equity since the Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account as more fully described in Note 1. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Nature of Business Operations [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
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 shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 statement(s) 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 statement 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 statement. Estimates are used when accounting for certain items such as valuation of investments held in Trust Account, derivative and warrant liabilities, and accounting for income tax valuation allowances. 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. |
Investments Held in Trust Account | Investments Held in Trust Account As of December 31, 2022 and 2021, the Company had $174,437,246 and $172,507,535, respectively, in investments held in the Trust Account. The assets held in the Trust Account were held in a mutual fund that invests in U.S. Treasury securities. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 17,250,000 shares of Class A common stock sold as part of the Public Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company require shares of common stock subject to redemption to be classified outside of permanent equity. Therefore, all of the shares of Class A common stock sold in the Public Offering has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The shares of Class A common stock reflected in the balance sheet are reconciled in the following table for the years ended December 31, 2021 and 2022: Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (5,347,500 ) Proceeds allocated to derivative liability (84,985 ) Issuance costs allocated to Class A ordinary shares (3,896,314 ) Plus: Remeasurement of carrying value to redemption value 9,328,799 Class A ordinary shares subject to possible redemption - December 31, 2021 172,500,000 Plus: Remeasurement of carrying value to redemption value 1,151,499 Class A ordinary shares subject to possible redemption - December 31, 2022 $ 173,651,499 |
Note Payable Related Party [Policy Text Block] | Note Payable - Related Party The Company had a note payable to Sponsor which allowed the Company to borrow up to $300,000 without interest to be used for a portion of the expenses associated with the Public Offering. The notes payable was payable on the earlier of: (i) December 31, 2021 or (ii) the date on which the Company consummated an initial public offering of its securities. Borrowings on the note payable due to related party was $100,000 on the date of the Public Offering. On May 17, 2021, the note payable – related party in the amount of $100,000 was repaid using proceeds from the Public Offering and the Private Placement. |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants will be re-evaluated for the proper accounting treatment at each reporting period and are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the liability related to the common stock warrants will be reclassified to additional paid-in capital. At December 31, 2022, there were 5,950,000 Warrants issued in connection with the Public Offering (the 5,750,000 public Warrants and the 200,000 Private Placement Warrants). |
Offering Costs Associated with the Public Offering | Offering Costs Associated with the Public Offering The Company complies with the requirements of 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 Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $4,021,103 as a result of the Public Offering (consisting of underwriting commissions of $3,450,000 (2% of the gross proceeds of the Public Offering) and other offering costs of $571,103). The Company recorded $3,896,314 of offering costs as a reduction of temporary equity in connection with the shares of Class A common stock included in the Units. The Company immediately expensed $124,789 of offering costs during 2021 in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. |
Income Taxes | Income Taxes Prior to the change in ownership on May 11, 2021 as a result of the Public Offering, the Company was included in the consolidated tax return of B. Riley Financial (the “Parent”). During this period, the Company calculated the provision for income taxes by using a “separate return” method. Under this method the Company is assumed to file a separate return with the tax authority, thereby reporting its taxable income or loss and paying the applicable tax to, or receiving the appropriate refund from, the Parent. The current provision was the amount of tax payable or refundable on the basis of a hypothetical, current year, separate return. Following changes in ownership on May 11, 2021, the Company deconsolidated from the Parent for tax purposes. Beginning May 11, 2021, the Company files separate corporate federal and state and local income tax returns. Any difference between the tax provision (or benefit) allocated to the Company under the separate return method and payments to be made by (or received from) the Parent for tax expense are treated as either dividends or capital contribution. Accordingly, the amount by which the Company’s tax liability under the separate return method exceeds the amount of tax liability ultimately settled as a result of using incremental expenses of the Parent is periodically settled as a capital contribution from the Parent to the Company. The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” 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 as income tax expense. As of December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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 may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Inflation Reduction Act of 2022 | Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases if stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of public traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of excise tax is generally 1% of the fair market value of the shares repurchased at the time of repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with an Initial Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with an Initial Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchase in connection with the Initial Business Combination, extension or otherwise, (ii) the structure of an Initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with an Initial Business Combination (or otherwise issued not in connection with an Initial Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics or any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete an Initial Business Combination and in the Company’s ability to complete an Initial Business Combination. |
Unrecognized Tax Benefits | Unrecognized Tax Benefits The Company recognizes tax positions in its financial statements only when it is more likely than not that the position will be sustained on examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement. A liability is established for differences between positions taken in a tax return and amounts recognized in the financial statements. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for interest expense and penalties related to income tax matters as of December 31, 2022 and 2021. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net Loss Per Common Share | Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Private and public Warrants to purchase 5,950,000 shares of common stock at $11.50 per share were issued in connection with the IPO and exercise of overallotment. At December 31 2022 and 2021, no Warrants have been exercised. The 5,950,000 potential common shares for outstanding Warrants to purchase the Company’s stock were excluded from diluted earnings per share for the year ended December 31, 2022 and 2021 because the Warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net loss per common share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: Year Ended Year Ended December 31, December 31, 2022 2021 Basic and diluted weighted average shares outstanding, class A common shares 17,850,000 11,229,781 Basic and diluted Net income per share, Class A common shares $ 0.25 $ 0.01 Basic weighted average shares outstanding, Class B common shares 4,312,500 4,058,219 Basic Net income per share, Class B common shares $ 0.25 $ 0.01 Diluted weighted average shares outstanding, Class B common shares 4,312,500 4,312,500 Diluted Net income per share, Class B common shares $ 0.25 $ 0.01 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company’s 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 statements of operations. The Public Warrants commenced separate trading on June 28, 2021. See Note 4 for additional information on assets and liabilities measure at fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ ASU 2020-06 In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is considering the impact of this pronouncement on the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Nature of Business Operations [Abstract] | |
Schedule condensed balance sheets are reconciled | Gross proceeds $ 172,500,000 Less: Proceeds allocated to Public Warrants (5,347,500 ) Proceeds allocated to derivative liability (84,985 ) Issuance costs allocated to Class A ordinary shares (3,896,314 ) Plus: Remeasurement of carrying value to redemption value 9,328,799 Class A ordinary shares subject to possible redemption - December 31, 2021 172,500,000 Plus: Remeasurement of carrying value to redemption value 1,151,499 Class A ordinary shares subject to possible redemption - December 31, 2022 $ 173,651,499 |
Schedule of basic and diluted net income (loss) per common share | Year Ended Year Ended December 31, December 31, 2022 2021 Basic and diluted weighted average shares outstanding, class A common shares 17,850,000 11,229,781 Basic and diluted Net income per share, Class A common shares $ 0.25 $ 0.01 Basic weighted average shares outstanding, Class B common shares 4,312,500 4,058,219 Basic Net income per share, Class B common shares $ 0.25 $ 0.01 Diluted weighted average shares outstanding, Class B common shares 4,312,500 4,312,500 Diluted Net income per share, Class B common shares $ 0.25 $ 0.01 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value | December 31, Quoted Significant Significant Inputs Assets: Investments held in Trust Account $ 174,437,246 $ 174,437,246 $ — $ — 174,437,246 174,437,246 — — Liabilities: Public Warrants $ 172,500 $ 172,500 $ — $ — Private Placement Warrants 8,000 — — 8,000 Warrant Liability $ 180,500 $ 172,500 $ — $ 8,000 December 31, Quoted Significant Significant Inputs Assets: Investments held in Trust Account $ 172,507,535 $ 172,507,535 $ — $ — 172,507,535 172,507,535 — — Liabilities: Public Warrants $ 4,600,000 $ 4,600,000 $ — $ — Private Placement Warrants 166,000 — — 166,000 Warrant Liability $ 4,766,000 $ 4,600,000 $ — $ 166,000 |
Schedule of fair value of initial measurements and private warrants | Inputs May 11, June 14, Risk-free interest rate 0.1 % 0.1 % Expected term (years) 0.12 0.03 Expected volatility 4.0 % 4.0 % Exercise price $ 10.00 $ 10.00 Dividend yield - - Inputs December 31, Risk-free interest rate 1.3 % Expected term (years) 5.6 Expected volatility 13.0 % Exercise price $ 11.50 Dividend yield - Inputs December 31, Risk-free interest rate 4.0 % Expected term (years) 5.4 Expected volatility 2.0 % Exercise price $ 11.50 Dividend yield - |
Schedule of change in the derivative and warrant liability | Derivative and warrant liability at January 1, 2021 $ - Initial warrant liability at May 11,2021 5,539,500 Initial derivative liability at May 11, 2021 115,205 Transfer of public warrants to Level 1 (5,347,500 ) Value of derivative liability from overallotment exercised (30,220 ) Change in fair value of derivative and warrant liability (110,985 ) Warrant liability at December 31, 2021 166,000 Change in fair value of warrant liability (158,000 ) Warrant liability at December 31, 2022 $ 8,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax provision | Year Year Ended Ended December 31, 2022 December 31, 2021 Current: Federal $ 454,600 $ — Deferred: Federal (179,542 ) (119,163 ) Total 275,058 (119,163 ) Valuation allowance 179,542 119,163 Total provision for income taxes $ 454,600 $ — |
Schedule of net deferred tax asset | As of December 31, 2022 2021 Deferred tax assets: Accrued liabilities and other $ 299,009 $ 5,817 Net operating loss carryforward — 113,650 Total deferred tax assets 299,009 119,467 Valuation allowance (299,009 ) (119,467 ) Net deferred tax asset $ — $ — |
Schedule of company’s effective income tax rate | Year Year Ended Ended December 31, 2022 December 31, 2021 Provision for income taxes at federal statutory rate 21.0 % 21.0 % Offering costs associated with warrants recorded as a liability 0.0 % 15.8 % Change in fair value of derivative liability and warrants (16.3 %) (108.4 %) Change in valuation allowance 3.0 % 71.6 % Effective income tax rate 7.7 % 0.0 % |
Organization and Nature of Bu_2
Organization and Nature of Business Operations (Details) - USD ($) | 12 Months Ended | ||||
Jun. 14, 2021 | May 11, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | May 17, 2021 | |
Organization and Nature of Business Operations (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 11.5 | ||||
Gross proceeds | $ 22,500,000 | ||||
Borrowing interest | $ 300,000 | ||||
Note payable related party | $ 100,000 | ||||
Related party repaid | $ 100,000 | ||||
Trust account | $ 174,437,246 | ||||
Redemption, percentage | 100% | ||||
Dissolution expenses | $ 100,000 | ||||
Trust account, percentage | 80% | ||||
Business combination net tangible assets | $ 5,000,001 | ||||
Taxes payable | 100,000 | ||||
Over-allotment exercised | 172,500,000 | ||||
Tax paid | 10 | ||||
Operating bank account | 442,978 | ||||
Investments held in the Trust Account | 174,437,246 | $ 172,507,535 | |||
Working capital | 342,570 | ||||
Income taxes payable | 558,497 | ||||
Taxes payable | 454,600 | ||||
Taxes payable | $ 95,122 | ||||
Public Offering [Member] | |||||
Organization and Nature of Business Operations (Details) [Line Items] | |||||
Shares sold (in Shares) | 15,000,000 | ||||
Price per share (in Dollars per share) | $ 10 | ||||
Sale if stock units (in Shares) | 15,000,000 | ||||
Underwriting commissions | $ 3,000,000 | ||||
Percentage of gross proceeds | 2% | ||||
Other offering costs | $ 571,103 | ||||
Public share par value (in Dollars per share) | $ 0.0001 | ||||
Private Placement [Member] | |||||
Organization and Nature of Business Operations (Details) [Line Items] | |||||
Shares sold (in Shares) | 45,000 | 555,000 | |||
Price per share (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 450,000 | $ 5,550,000 | |||
Public Units [Member] | |||||
Organization and Nature of Business Operations (Details) [Line Items] | |||||
Gross proceeds | 150,000,000 | ||||
Over-Allotment Option [Member] | |||||
Organization and Nature of Business Operations (Details) [Line Items] | |||||
Underwriting commissions | $ 450,000 | ||||
Percentage of gross proceeds | 2% | ||||
Additional purchased shares (in Shares) | 2,250,000 | ||||
Proceeds from public offering | $ 172,250,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||||
Aug. 16, 2022 | Jun. 14, 2021 | May 11, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | May 17, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Investments held in trust account | $ 174,437,246 | $ 172,507,535 | ||||
Statutory tax rate | 1% | |||||
Excise tax rate | 1% | |||||
Purchase outstanding warrants (in Shares) | 5,950,000 | |||||
Federal depository insurance coverage | $ 250,000 | |||||
Public Offering [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Public offering expense | $ 300,000 | |||||
Note payable balance | $ 100,000 | |||||
Purchase of warrants (in Shares) | 5,950,000 | 5,950,000 | ||||
Offering cost | $ 4,021,103 | |||||
Underwriting commissions | $ 3,450,000 | |||||
Percentage of gross proceeds | 2% | |||||
Other offering cost | $ 571,103 | |||||
Private Placement [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Common stock shares sold (in Shares) | 45,000 | 555,000 | ||||
Note payable balance | $ 100,000 | |||||
Over-Allotment Option [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Warrant price (in Dollars per share) | $ 11.5 | |||||
Public Warrants [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Issuance of warrants (in Shares) | 5,750,000 | |||||
Offering cost | $ 124,789 | |||||
Private Placement Warrants [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Issuance of warrants (in Shares) | 200,000 | |||||
Warrant [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Issuance of warrants (in Shares) | 5,950,000 | |||||
Class A Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Common stock shares sold (in Shares) | 17,250,000 | |||||
Offering cost | $ 3,896,314 | |||||
US Treasury Securities [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Investments held in trust account | $ 174,437,246 | $ 172,507,535 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule condensed balance sheets are reconciled - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Condensed Balance Sheets Are Reconciled Abstract | ||
Gross proceeds | $ 172,500,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (5,347,500) | |
Proceeds allocated to derivative liability | (84,985) | |
Issuance costs allocated to Class A ordinary shares | (3,896,314) | |
Plus: | ||
Remeasurement of carrying value to redemption value | $ 1,151,499 | 9,328,799 |
Class A ordinary shares subject to possible redemption - December 31, 2021 | $ 173,651,499 | $ 172,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share [Line Items] | ||
Basic and diluted weighted average shares outstanding | 17,850,000 | 11,229,781 |
Basic and diluted Net income per share | $ 0.25 | $ 0.01 |
Class B Common Stock | ||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share [Line Items] | ||
Basic and diluted weighted average shares outstanding | 4,312,500 | 4,058,219 |
Basic and diluted Net income per share | $ 0.25 | $ 0.01 |
Diluted weighted average shares outstanding | 4,312,500 | 4,312,500 |
Diluted Net income per share | $ 0.25 | $ 0.01 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) - Class A Common Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per common share (Parentheticals) [Line Items] | ||
Diluted weighted average shares outstanding | 17,850,000 | 11,229,781 |
Diluted Net income per share | $ 0.25 | $ 0.01 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 11, 2021 | Apr. 19, 2021 | Jun. 22, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||
Sale price, per share (in Dollars per share) | $ 12 | ||||
Sponsor fees | $ 3,750 | ||||
Administrative fees payable | $ 72,698 | $ 27,698 | |||
Administrative fees | 45,000 | 27,698 | |||
Borrowing interest | 300,000 | ||||
Amount repaid | 100,000 | ||||
Advances of operating expenses | 72,698 | $ 27,698 | |||
Working capital loans | $ 1,500,000 | ||||
Convertible price per share (in Dollars per share) | $ 10 | ||||
Common Stock [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Percentage of shares outstanding | 20% | ||||
Class B Common Stock [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Issuance of shares (in Shares) | 7,187,500 | ||||
Founders Shares [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Issuance of shares (in Shares) | 4,312,500 | ||||
Sponsor shares (in Shares) | 2,875,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |||
Jun. 14, 2021 | May 11, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Recurring Fair Value Measurements (Details) [Line Items] | ||||
Liability | $ 115,205 | |||
Fair value of call option | $ 30,220 | |||
Derivative liability other income | $ 84,985 | |||
Underwriters exercised shares purchase (in Shares) | 2,250,000 | |||
IPO [Member] | ||||
Recurring Fair Value Measurements (Details) [Line Items] | ||||
Underwriters shares purchase (in Shares) | 2,250,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Level 3 [Member] | ||||
Recurring Fair Value Measurements (Details) [Line Items] | ||||
Fair Value Adjustment of Warrant | $ 537,500 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements (Details) - Schedule of assets and liabilities measured at fair value - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments held in Trust Account | $ 174,437,246 | $ 172,507,535 |
Total assets | 174,437,246 | 172,507,535 |
Liabilities: | ||
Public Warrants | 172,500 | 4,600,000 |
Private Placement Warrants | 8,000 | 166,000 |
Warrant Liability | 180,500 | 4,766,000 |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments held in Trust Account | 174,437,246 | 172,507,535 |
Total assets | 174,437,246 | 172,507,535 |
Liabilities: | ||
Public Warrants | 172,500 | 4,600,000 |
Private Placement Warrants | ||
Warrant Liability | 172,500 | 4,600,000 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Total assets | ||
Liabilities: | ||
Public Warrants | ||
Private Placement Warrants | ||
Warrant Liability | ||
Significant Other Observable Inputs (Level 3) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Total assets | ||
Liabilities: | ||
Public Warrants | ||
Private Placement Warrants | 8,000 | 166,000 |
Warrant Liability | $ 8,000 | $ 166,000 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurements and private warrants - $ / shares | Jun. 14, 2021 | May 11, 2021 |
Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurements and private warrants [Line Items] | ||
Risk-free interest rate | 0.10% | 0.10% |
Expected term (years) | 10 days | 1 month 13 days |
Expected volatility | 4% | 4% |
Exercise price (in Dollars per share) | $ 10 | $ 10 |
Dividend yield | ||
Monte Carlo Simulation Model [Member] | ||
Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurements and private warrants [Line Items] | ||
Risk-free interest rate | 1.30% | |
Expected term (years) | 5 years 7 months 6 days | |
Expected volatility | 13% | |
Exercise price (in Dollars per share) | $ 11.5 | |
Dividend yield | ||
Black-Scholes Model [Member] | ||
Recurring Fair Value Measurements (Details) - Schedule of fair value of initial measurements and private warrants [Line Items] | ||
Risk-free interest rate | 4% | |
Expected term (years) | 5 years 4 months 24 days | |
Expected volatility | 2% | |
Exercise price (in Dollars per share) | $ 11.5 | |
Dividend yield |
Recurring Fair Value Measurem_6
Recurring Fair Value Measurements (Details) - Schedule of change in the derivative and warrant liability - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Change In The Derivative And Warrant Liability Abstract | ||
Derivative and warrant liability at January 1, 2021 | $ 166,000 | |
Initial warrant liability at May 11,2021 | 5,539,500 | |
Initial derivative liability at May 11, 2021 | 115,205 | |
Transfer of public warrants to Level 1 | (5,347,500) | |
Value of derivative liability from overallotment exercised | (30,220) | |
Change in fair value of derivative and warrant liability | (158,000) | (110,985) |
Warrant liability | $ 8,000 | $ 166,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Over-Allotment Option [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Underwriters amount | $ 6,037,500 |
Initial Business Combination [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Business combination amount | 3.50% |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Warrants (Details) [Line Items] | |
Warrants expire term | 5 years |
Sale price | $ 11.5 |
Private Placement Warrants [Member] | |
Warrants (Details) [Line Items] | |
Warrant price | 0.01 |
Sale price | 18 |
Initial Business Combination [Member] | |
Warrants (Details) [Line Items] | |
Warrant price | 9.2 |
Effective issue price | $ 9.2 |
Gross proceeds, percentage | 60% |
Warrants exercise price, percentage | 115% |
Redemption trigger price | $ 18 |
Redemption price, percentage | 180% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 541,192 | |
Change in valuation allowance | $ 179,542 | $ 119,467 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax provision - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 454,600 | |
Deferred: | ||
Federal | (179,542) | (119,163) |
Total | 275,058 | (119,163) |
Valuation allowance | 179,542 | 119,163 |
Total provision for income taxes | $ 454,600 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net deferred tax asset - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Accrued liabilities and other | $ 299,009 | $ 5,817 |
Net operating loss carryforward | 113,650 | |
Total deferred tax assets | 299,009 | 119,467 |
Valuation allowance | (299,009) | (119,467) |
Net deferred tax asset |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of company’s effective income tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Company Effective Income Tax Rate [Abstract] | ||
Provision for income taxes at federal statutory rate | 21% | 21% |
Offering costs associated with warrants recorded as a liability | 0% | 15.80% |
Change in fair value of derivative liability and warrants | (16.30%) | (108.40%) |
Change in valuation allowance | 3% | 71.60% |
Effective income tax rate | 7.70% | 0% |
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 |
Class A Common Stock [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Shares issued | 17,850,000 | 17,850,000 |
Shares outstanding | 17,850,000 | 17,850,000 |
Common shares issued and outstanding | 17,850,000 | |
Stock issued | 17,850,000 | 17,850,000 |
Common shares issued in public offering | 17,250,000 | 17,250,000 |
Common stock, shares outstanding | 600,000 | 600,000 |
Common stock, shares issued | 600,000 | 600,000 |
Class B Common Stock [Member] | ||
Stockholders’ Equity (Details) [Line Items] | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
Common stock, shares issued | 4,312,500 | 4,312,500 |