Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
Entity Registrant Name | GIGCAPITAL5, INC. |
Entity Central Index Key | 0001844505 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-1728920 |
Entity Primary SIC Number | 6770 |
Entity Address, Address Line One | 1731 Embarcadero Rd |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | Palo Alto |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94303 |
City Area Code | 650 |
Local Phone Number | 276-7040 |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 1731 Embarcadero Rd |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | Palo Alto |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94303 |
City Area Code | 650 |
Local Phone Number | 276-7040 |
Contact Personnel Name | Dr. Raluca Dinu |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 78,196 | $ 421,549 |
Prepaid expenses and other current assets | 172,508 | 740,241 |
Total current assets | 250,704 | 1,161,790 |
Cash and marketable securities held in Trust Account | 41,561,656 | 232,304,005 |
Interest receivable on cash and marketable securities held in the Trust Account | 133,211 | 1,973 |
Other long-term assets | 165,230 | |
TOTAL ASSETS | 41,945,571 | 233,632,998 |
Current liabilities | ||
Accounts payable | 195,064 | 28,100 |
Accrued legal fees | 2,157,037 | 225,146 |
Accrued liabilities | 103,344 | 305,755 |
Payable to related parties | 781,561 | 72,857 |
Note payable to related party | 603,880 | |
Note payable to related party at fair value | 257,492 | |
Other current liabilities | 88,021 | 1,783 |
Total current liabilities | 4,186,399 | 633,641 |
Warrant liability | 31,800 | 413,400 |
Deferred underwriting fee payable | 9,200,000 | 9,200,000 |
Total liabilities | 13,418,199 | 10,247,041 |
Commitments and contingencies (Note 6) | ||
Common stock subject to possible redemption, 4,014,050 shares, at a redemption value of $10.37 per share, and 23,000,000 shares, at a redemption value of $10.10 per share, as of December 31, 2022 and 2021, respectively | 41,606,846 | 232,304,195 |
Stockholders' deficit | ||
Preferred stock, par value of $0.0001 per share; 1,000,000 shares authorized; none issued or outstanding | ||
Common stock, par value of $0.0001 per share; 100,000,000 shares authorized; 6,545,000 shares issued and outstanding as of December 31, 2022 and 2021 | 655 | 655 |
Additional paid-in capital | 0 | |
Accumulated deficit | (13,080,129) | (8,918,893) |
Total stockholders' deficit | (13,079,474) | (8,918,238) |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT | $ 41,945,571 | $ 233,632,998 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Redeemable common stock, shares | 4,014,050 | 23,000,000 |
Redeemable common stock, price per share | $ 10.37 | $ 10.1 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 6,545,000 | 6,545,000 |
Common stock, shares outstanding | 6,545,000 | 6,545,000 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
General and administrative expenses | $ 1,081,298 | $ 4,279,100 |
Loss from operations | (1,081,298) | (4,279,100) |
Other income (expense) | ||
Other income (expense) | (30,627) | 384,108 |
Interest expense | (23,098) | |
Interest income on cash and marketable securities held in Trust Account | 5,978 | 1,630,398 |
Loss before provision for income taxes | (1,105,947) | (2,287,692) |
Provision for income taxes | 1,783 | 486,615 |
Net loss and comprehensive loss | (1,107,730) | (2,774,307) |
Net income attributable to common stock subject to possible redemption | $ 4,195 | $ 1,143,783 |
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption | 6,296,830 | 17,954,419 |
Basic and diluted net income per share, common stock subject to possible redemption | $ 0 | $ 0.06 |
Net loss attributable to common stockholders | $ (1,111,925) | $ (3,918,090) |
Weighted-average common shares outstanding, basic | 8,185,533 | 6,540,000 |
Weighted-average common shares outstanding, diluted | 8,185,533 | 6,540,000 |
Net loss per share common share, basic | $ (0.14) | $ (0.6) |
Net loss per share common share, diluted | $ (0.14) | $ (0.6) |
Statements of Stockholders' Def
Statements of Stockholders' Deficit - USD ($) | Total | IPO | Founders | Founders Private Placement | Common Stock | Common Stock IPO | Common Stock Founders | Common Stock Founders Private Placement | Additional Paid-In Capital | Additional Paid-In Capital IPO | Additional Paid-In Capital Founders | Additional Paid-In Capital Founders Private Placement | Accumulated Deficit |
Balance at Jan. 18, 2021 | |||||||||||||
Balance, Shares at Jan. 18, 2021 | |||||||||||||
Sale of common stock | $ 216,806,260 | $ 25,000 | $ 7,950,000 | $ 2,300 | $ 1,005 | $ 80 | $ 216,803,960 | $ 23,995 | $ 7,949,920 | ||||
Sale of common stock, Shares | 23,000,000 | 10,047,500 | 795,000 | ||||||||||
Issuance of Insider shares for no consideration, Shares | 5,000 | ||||||||||||
Issuance of common stock to consultant | 95,200 | $ 1 | 95,199 | ||||||||||
Issuance of common stock to consultant, Shares | 10,000 | ||||||||||||
Surrender of common stock by Founder | $ (431) | 431 | |||||||||||
Surrender of common stock by Founder, Shares | (4,312,500) | ||||||||||||
Fair value of warrants | (382,773) | (382,773) | |||||||||||
Shares subject to redemption | (232,304,195) | $ (2,300) | (232,301,895) | ||||||||||
Shares subject to redemption, Shares | (23,000,000) | ||||||||||||
Reclass of negative additional paid-in capital to accumulated deficit | 7,811,163 | (7,811,163) | |||||||||||
Net loss | (1,107,730) | (1,107,730) | |||||||||||
Balance at Dec. 31, 2021 | $ (8,918,238) | $ 655 | (8,918,893) | ||||||||||
Balance, Shares at Dec. 31, 2021 | 6,545,000 | 6,545,000 | |||||||||||
Debt discount on note payable to related party | $ 54,034 | 54,034 | |||||||||||
Shares subject to redemption | (1,440,963) | (1,440,963) | |||||||||||
Reclass of negative additional paid-in capital to accumulated deficit | 1,386,929 | (1,386,929) | |||||||||||
Net loss | (2,774,307) | (2,774,307) | |||||||||||
Balance at Dec. 31, 2022 | $ (13,079,474) | $ 655 | $ (13,080,129) | ||||||||||
Balance, Shares at Dec. 31, 2022 | 6,545,000 | 6,545,000 |
Statements of Stockholders' D_2
Statements of Stockholders' Deficit (Parenthetical) - Founders - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Sale of common stock price per share | $ 0.0024882 | |
Private Placement | ||
Sale of common stock price per share | $ 10 | $ 10 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net loss | $ (1,107,730) | $ (2,774,307) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of warrant liability and related party note | 30,627 | (384,108) |
Stock-based compensation | 95,200 | |
Interest earned on cash and marketable securities held in Trust Account | (5,978) | (1,630,398) |
Amortization on debt discount on note payable to related party | 17,914 | |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (740,241) | 567,733 |
Other long-term assets | (165,230) | 165,230 |
Payable to related parties | 72,857 | 708,704 |
Accounts payable | 3,100 | 166,964 |
Accrued legal fees | 225,146 | 1,931,891 |
Accrued liabilities | 220,755 | (117,411) |
Other current liabilities | 1,783 | 86,238 |
Net cash used in operating activities | (1,369,711) | (1,261,550) |
INVESTING ACTIVITIES | ||
Investment of cash in Trust Account, net | (232,300,000) | (640,000) |
Cash withdrawn from Trust Account | 192,881,509 | |
Net cash provided by (used in) investing activities | (232,300,000) | 192,241,509 |
FINANCING ACTIVITIES | ||
Proceeds from sale of common stock to Founders | 25,000 | |
Proceeds from sale of Public Units, net of underwriting discounts paid | 226,850,000 | |
Borrowings from related parties | 133,465 | 640,000 |
Borrowings from related parties at fair value | 260,000 | |
Repayment of borrowings from related parties | (133,465) | |
Redemption of Public Units | (192,138,312) | |
Payment of offering costs | (733,740) | (85,000) |
Net cash provided by (used in) financing activities | 234,091,260 | (191,323,312) |
Net increase (decrease) in cash during period | 421,549 | (343,353) |
Cash, beginning of period | 421,549 | |
Cash, end of period | 421,549 | 78,196 |
SUPPLEMENTAL DISCLOSURES | ||
Cash paid for income taxes | 400,377 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | ||
Change in value of common stock subject to possible redemption | 15,497,935 | 1,440,963 |
Deferred underwriting fee payable upon business combination | 9,200,000 | |
Offering costs included in accounts payable | 25,000 | |
Offering costs included in accrued liabilities | 85,000 | |
Fair value of warrant liability | 382,773 | |
Debt discount on note payable to related party | $ 54,034 | |
Founders | ||
FINANCING ACTIVITIES | ||
Proceeds from sale of Private Placement Units | $ 7,950,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General GigCapital5, Inc. (the “Company”) was incorporated in Delaware on January 19, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from January 19, 2021 (date of inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Offering”), as described in Note 4, and identifying a target Business Combination, as described below. The Company will not generate any operating revenues until after completion of its initial Business Combination, at the earliest. The Company generates non-operating On September 23, 2021, the registration statement on Form S-1 No. 333-254038), a 45-day On September 28, 2021, the Company consummated the Offering of 23,000,000 Public Units, including the issuance of 3,000,000 Public Units as a result of the Underwriters exercise in full of their over-allotment option. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to the Company of $230,000,000. Simultaneously with the closing of the Offering, the Company consummated the closing of a private placement sale (the “Private Placement”) to the Company’s sponsor GigAcquisitions5, LLC, a Delaware limited liability company (the “Founder” or “Sponsor”), of 795,000 units (the “Private Placement Units”), at a price of $10.00 per Private Placement Unit. The Private Placement generated aggregate gross proceeds of $7,950,000. Following the closing of the Offering, net proceeds in the amount of $225,400,000 from the sale of the Units and proceeds in the amount of $6,900,000 from the sale of Private Placement Units, for a total of $232,300,000, were placed in a trust account (the “Trust Account”), which is described further below. Transaction costs amounted to $13,193,740, consisting of $4,600,000 of underwriting fees, $9,200,000 of deferred underwriting fees for the Underwriters, and $843,740 of offering costs, of which $25,000 remains in accounts payable as of December 31, 2022, partially offset by the reimbursement of $1,450,000 of offering expenses by the Underwriters. On March 20, 2023, one of the Underwriters, Wells Fargo, waived all of their portion of the deferred underwriting fees totaling $6,440,000. The Company’s remaining cash after payment of the offering costs will be held outside of the Trust Account for working capital purposes. Extensions The Company’s initial public offering prospectus and Amended and Restated Certificate of Incorporation provided that the Company initially had until September 28, 2022 (the date which was 12 months after the consummation of the Offering) to complete the Business Combination. On September 23, 2022, the Company held a special meeting of its stockholders and the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a Business Combination transaction from September 28, 2022 up to March 28, 2023 in one-month On September 26, 2022, the Company issued an unsecured, non-interest-bearing, non-convertible Working Capital Loans On September 26, 2022, the Company issued a convertible, non-interest The Trust Account The funds in the Trust Account have been invested only in U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company’s Amended and Restated Certificate of Incorporation provides that, other than the withdrawal of interest to pay taxes none of the funds held in the Trust Account will be released until the earlier of: (1) the completion of the Business Combination; (2) the redemption of 100% of the outstanding Public Shares if the Company has not completed an initial Business Combination within 24 months from the closing of the Offering; or (3) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other provision relating to the Company’s pre-business Business Combination The Company will have 24 months from September 28, 2021, the closing date of the Offering, to complete its initial Business Combination, provided that the extension payment for each one-month extension one-month In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Offering price per Public Unit in the Offering. Going Concern Consideration As of December 31, 2022, the Company had $78,196 in cash and a working capital deficit of $3,935,695. Further, the Company has no present revenue, its business plan is dependent on the completion of a Business Combination and it expects to continue to incur significant costs in pursuit of its Business Combination acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the target business acquisition period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Business Combination and Relate
Business Combination and Related Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION AND RELATED AGREEMENT | 2. BUSINESS COMBINATION AND RELATED AGREEMENT On December 8, 2022, the Company and QTI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with QT Imaging, Inc., a Delaware corporation (“QT Imaging”), pursuant to which, and subject to the approval of the stockholders of the Company, Merger Sub will merge with and into QT Imaging, with QT Imaging surviving the merger as a wholly owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement and any other agreement executed and delivered in connection therewith, the “Business Combination”). Following the closing of the Merger (the “Closing”), the Company, which will be renamed “QT Imaging Holdings, Inc.”, will be referred to as the “Combined Company.” Subject to the terms of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the common stock of QT Imaging, par value $0.001 per share (the “QT Imaging Common Stock”) (excluding each share of QT Imaging Common Stock held in the treasury of QT Imaging which will be cancelled without any conversion of such shares of QT Imaging Common Stock held in the treasury and dissenting shares) will be automatically cancelled and converted into (A) the right to receive a number of shares of common stock, par value $0.0001 per share, of the Company (the “GigCapital5 Common Stock”) calculated based on the Exchange Ratio (as defined below) and (B) the contingent right to receive a portion of additional shares of GigCapital5 Common Stock based on the performance of the Combined Company if certain requirements are achieved in accordance with the terms of the Business Combination Agreement, if, as and when payable. The “Exchange Ratio” means the quotient of (a) the Aggregate Closing Merger Consideration (as defined in the Business Combination Agreement) divided by (b) the QT Imaging Fully Diluted Capital Stock (as defined in the Business Combination Agreement). In addition, at the Effective Time, certain warrants of QT Imaging to purchase QT Imaging Common Stock will be converted into a warrant to acquire a number of shares of GigCapital5 Common Stock at an adjusted exercise price per share. The Public Units, shares of common stock and warrants of the Company, are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “GIA.U,” “GIA” and “GIA.WS,” respectively. We intend to apply for listing of the common stock of the Combined Company and the warrants of the Combined Company on the NYSE under the symbols “QTI” and “QTI.WS,” respectively, at the Effective Time. In connection with the execution of the Business Combination Agreement, the Company may enter into agreements with investors (the “PIPE Investors”) for the subscription for GigCapital5 Common Stock, convertible promissory notes or other securities or any combination of such securities to be subscribed for pursuant to the terms of one or more subscription agreements (all such subscription agreements, collectively (the “PIPE Subscription Agreements”) on terms and conditions mutually agreeable to the Company and QT Imaging (such agreement not to be unreasonably withheld, conditioned or delayed), provided that, unless otherwise agreed to, the aggregate gross proceeds under the PIPE Subscription Agreements will not exceed $26,000,000 (the “PIPE Investment Amount”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Net Loss Per Share of Common Stock The Company’s statements of operations and comprehensive loss include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable Reconciliation of Net Loss Per Common Share In accordance with the two-class Year Ended December 31, 2022 Period from January 19, 2021 (Inception) through December 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account, net of taxes $ 1,143,783 $ 4,195 Net income attributable to common stock subject to possible redemptions $ 1,143,783 $ 4,195 Denominator: Weighted-average common shares subject to redemption Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption 17,954,419 6,296,830 Basic and diluted net income per share, common stock subject to possible redemption $ 0.06 $ 0.00 Non-Redeemable Numerator: Net loss minus net earnings—Basic and diluted Net loss $ (2,774,307 ) $ (1,107,730 ) Less: net income attributable to common stock subject to redemption (1,143,783 ) (4,195 ) Net loss attributable to non-redeemable $ (3,918,090 ) $ (1,111,925 ) Denominator: Weighted-average non-redeemable Weighted-average non-redeemable 6,540,000 8,185,533 Net loss per share, non-redeemable $ (0.60 ) $ (0.14 ) Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. There were no cash equivalents as of December 31, 2022 and 2021. Cash and Marketable Securities Held in Trust Account As of December 31, 2022 and 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Convertible Promissory Note — Related Party The Company accounts for its Working Capital Note under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). Under ASC 815-15-25, non-cash Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Offering costs in the amount of $13,193,740 consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Offering. Offering costs were charged to stockholders’ deficit and recorded in additional paid-in Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. As of December 31, 2022 and 2021, 4,014,050 and 23,000,000 shares of common stock, respectively, were issued and outstanding and subject to possible redemption. Stock-based Compensation Stock-based compensation related to restricted stock awards is based on the fair value of common stock on the grant date. The shares underlying the Company’s restricted stock award to Mr. Weightman is subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company 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 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 sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the statements of operations and comprehensive loss. 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 warrant liability related to the common stock warrants will be reclassified to additional paid-in Reclassifications Certain reclassifications have been made to the 2021 financial statements to conform to the 2022 presentation. The reclassifications had no impact on net loss, total assets, total liabilities, or stockholders’ deficit. Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Offering
Offering | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
OFFERING | 4. OFFERING On September 28, 2021, the Company completed the closing of the Offering whereby the Company sold 23,000,000 Public Units at a price of $10.00 per Public Unit. Each Public Unit consists of one Public Share and one Public Warrant. Each whole Public Warrant is exercisable for one share of common stock at a price of $11.50 per full share. The exercise price of the Public Warrants may be adjusted in certain circumstances as discussed in Note 7. Under the terms of the warrant agreement (the “Warrant Agreement”), the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s Business Combination. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 24-month one-month the 30-trading On November 1, 2021, the Company announced that the holders of the Company’s Public Units may elect to separately trade the securities underlying such Public Units which commenced on November 4, 2021. Any Public Units not separated will continue to trade on the NYSE under the symbol “GIA.U.” Any underlying shares of common stock and warrants that are separated will trade on the NYSE under the symbols “GIA”, and “GIA.WS”, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 5. RELATED PARTY TRANSACTIONS Founder Shares During the period from January 19, 2021 (date of inception) to December 31, 2021, the Founder purchased 5,735,000 shares of common stock (the “Founder Shares”), after giving effect to the forfeiture on September 23, 2021 of 4,312,500 Founder Shares, for an aggregate purchase price of $25,000, or $0.0043592 per share. The Company also issued 5,000 shares of common stock, solely in consideration of future services, to Mr. Weightman, its Treasurer and Chief Financial Officer, pursuant to the Insider Shares Grant Agreements dated September 23, 2021 between the Company and Mr. Weightman. The 5,000 shares granted to Mr. Weightman are subject to forfeiture and cancellation if he resigns or the services are terminated for cause prior to the completion of the Business Combination. The Founder Shares are identical to the common stock included in the Public Units sold in the Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. Private Placement The Founder purchased from the Company an aggregate of 795,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a Private Placement that occurred simultaneously with the completion of the closing of the Offering. Each Private Placement Unit consists of one share of the Company’s common stock and one warrant (a “Private Placement Warrant”). Each whole Private Placement Warrant will be exercisable for $11.50 per share, and the exercise price of the Private Placement Warrants may be adjusted in certain circumstances as described in Note 7. Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s Business Combination. Each Private Placement Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete a Business Combination on or prior to the 24-month one-month 30-trading The Company’s Founder, Insiders and Underwriters have agreed not to transfer, assign or sell any of their respective Founder Shares, shares held by the Insiders, Private Placement Units, shares or other securities underlying such Private Placement Units that they may hold until the date that is (i) in the case of the Founder Shares or shares held by the Insiders, the earlier of (A) six months after the date of the consummation of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) the date on which the last sale price of the Company’s common stock equals or exceeds $11.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Unlike the Public Warrants included in the Public Units sold in the Offering, if held by the original holder or its permitted transferees, the Private Placement Warrants are not redeemable by the Company and, subject to certain limited exceptions, will be subject to transfer restrictions until one year following the consummation of the Business Combination. If the Private Placement Warrants are held by holders other than the initial holders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by holders on the same basis as the Public Warrants. If the Company does not complete a Business Combination, then a portion of the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders. Administrative Services Agreement and Other Agreements The Company agreed to pay $30,000 a month for office space, administrative services and secretarial support to an affiliate of the Founder, GigManagement, LLC. Services commenced on September 24, 2021, the date the securities were first listed on the NYSE, and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. On September 23, 2021, the Company entered into a Strategic Services Agreement with Mr. Weightman, its Treasurer and Chief Financial Officer, who holds 5,000 Insider shares. Mr. Weightman is initially receiving $2,500 per month for his services and such amount could increase to up to $15,000 per month dependent upon the scope of services provided, as may be mutually agreed by the parties. The Company will pay Mr. Weightman for services rendered since September 23, 2021 and on a monthly basis thereafter for all services rendered after the consummation of the Offering. Working Capital Loans The Company entered into a promissory note agreement with the Founder under which $125,000 was loaned to the Company for the payment of expenses related to the Offering. The promissory note was non-interest In August 2021, the Company entered into a promissory note agreement with GigManagement, LLC, an affiliate of the Founder, under which $8,465 was loaned to the Company as a general working capital loan. The promissory note was non-interest On September 26, 2022, the Company issued the Working Capital Note to the Sponsor for a principal amount of $65,000. The Working Capital Note was subsequently amended and restated on October 26, 2022, November 28, 2022, and December 27, 2022 to add additional monthly funding installments at $65,000 per month for a collective principal amount outstanding as of December 31, 2022 under the Working Capital Note of $260,000. The Working Capital Note was issued to provide the Company with additional working capital during the extension period. The Working Capital Note matures on the earlier of the date on which the Company consummates its initial Business Combination or the date the Company winds up and may be prepaid without penalty. Upon consummation of the Business Combination and any time prior to the payment of the Working Capital Note, the Sponsor, at its option, may convert all or a portion of the principal into units of the post-Business Combination entity at a conversion price of $10.00 per unit. Each unit shall have the same terms and conditions as the Private Placement Units, which are discussed further above. An aggregate of 26,000 Private Placement Units of the Company would be issued if the entire principal balance of the Working Capital Note is converted. Each Private Placement Unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one redeemable warrant. The warrants constituting a part of the Private Placement Units would be exercisable, subject to the terms and conditions of the warrant and during the exercise period as provided in the warrant agreement governing the warrants. The Company has relied upon Section 4(a)(2) of the Securities Act, in connection with the issuance and sale of the convertible promissory note, as it was issued to a sophisticated investor without a view to distribution and was not issued through any general solicitation or advertisement. The Company has determined that the Working Capital Note contains only one embedded feature, which is the conversion option. The conversion option is an embedded derivative that would require bifurcation pursuant to ASC 815-15-25-1, Extension Notes On September 26, 2022, the Company issued the Extension Note to the Sponsor for a principal amount of $160,000. The Extension Note was subsequently amended and restated on October 26, 2022, November 28, 2022, and December 27, 2022 to add additional monthly funding installments at $160,000 per month for a collective principal amount outstanding as of December 31, 2022 under the Extension Note of $640,000. The proceeds from the Extension Note were deposited into the Trust Account in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation. The Extension Note matures on the earlier of the date on which the Company consummates its initial Business Combination or the date the Company winds up and may be prepaid without penalty. The Company imputed interest on the Extension Note using the equivalent average market discount rate for an unsecured loan (26.60%), resulting in a debt discount of $54,034 that was recorded as a reduction to the carrying principal amount of the Extension Note with a corresponding increase to additional paid-in |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES Registration Rights On September 23, 2021, the Company entered into a registration rights agreement with its Founder and Insiders. These holders will be entitled to make up to two demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement. Underwriters Agreement The Company granted the underwriters a 45-day The Company paid an underwriting discount of $0.20 per Public Unit to the Underwriters at the closing of the Offering. The underwriting discount was paid in cash. In addition, the Company has agreed to pay deferred underwriting commissions of $0.40 per Public Unit, or $9,200,000 in the aggregate, including the Underwriters’ over-allotment option which was exercised in full. The deferred underwriting commission will become payable to the Underwriters from the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement, including the performance of services described therein. On March 20, 2023, one of the Underwriters, Wells Fargo, waived all of their portion of the deferred underwriting fees totaling $6,440,000. The Underwriters will use their commercially reasonable efforts to provide the Company with the following services: 1) originating and introducing the Company to potential targets for a Business Combination; 2) arranging non-deal satisfactory solution with respect to the payment of the deferred underwriting commission so as to ensure that the Company’s obligation to pay the deferred underwriting commission shall not impede the closing of the Business Combination. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Deficit | 7. STOCKHOLDERS’ DEFICIT Common Stock The authorized common stock of the Company includes up to 100,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. As of December 31, 2022 and 2021, there were 6,545,000 shares of common stock issued and outstanding and not subject to possible redemption. There were 4,014,050 and 23,000,000 shares of common stock subject to possible redemption issued and outstanding as of December 31, 2022 and 2021, respectively. As of December 31, 2022, common stock reserved for future issuance was 23,821,000, which included warrants to purchase 23,795,000 shares of common stock and 26,000 potential shares of common stock to be issued if the Working Capital Note is converted in full. Preferred Stock The Company is aut ho no Warrants (Public Warrants and Private Placement Warrants) Warrants will be exercisable at $11.50 per share, and the exercise price and number of warrant shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation of the Company. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors, and in the case of any such issuance to the Company’s Founder or its affiliates, without taking into account any Founder Shares held by it prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 65% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of its initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading-day Each warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption. However, if the Company does not complete its initial Business Combination on or prior to the 24-month one-month sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination, for the registration of the shares of common stock issuable upon exercise of the warrants included in the Public Units and Private Placement Units. As of December 31, 2022 and 2021, there were 23,795,000 warrants outstanding. Stock-based Compensation Included in the outstanding shares of common stock are 15,000 Insider shares, of which 5,000 Insider shares were issued to Mr. Weightman, the Company’s Treasurer and Chief Financial Officer, and 10,000 Insider shares were issued to ICR solely in consideration of future services pursuant to the Insider Shares Grant Agreements dated September 23, 2021, between the Company and each of the Insiders. The 5,000 Insider shares issued to Mr. Weightman are subject to forfeiture as described in Note 5 while the 10,000 Insider shares issued to ICR are not subject to forfeiture. The grant date fair value of the 10,000 shares was expensed upon issuance. If an initial Business Combination occurs and the 5,000 shares have not been previously forfeited, the fair value of the common stock on the date the shares vest will be recognized as stock-based compensation in the Company’s statements of operations and comprehensive loss when the completion of the Business Combination becomes probable. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 8. FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 41,561,656 $ 232,304,005 Liabilities: Warrant liability 2 $ 31,800 $ 413,400 Note payable to related party at fair value 3 $ 257,492 $ — The marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating profits on short-term differences in price and therefore, the realized and unrealized gain and loss are recorded in the statements of operations and comprehensive loss for the periods presented. Additionally, there was $133,211 and $1,973 of interest accrued, but not yet credited to the Trust Account, which was recorded in the balance sheets in interest receivable on cash and marketable securities held in Trust Account as of December 31, 2022 and 2021, respectively. The Company has determined that the Private Placement Warrants are subject to treatment as a liability, as the transfer of the warrants to anyone other than the purchasers or their permitted transferees would result in these warrants having substantially the same terms as the Public Warrants. The Public Warrants did not start trading separately until November 4, 2021, so the Company initially determined the fair value of each warrant using a Black-Scholes option-pricing model, which requires the use of significant unobservable market values. Accordingly, the Private Placement Warrants were initially classified as Level 3 financial instruments. After the Public Warrants started trading separately, the Company determined that the fair value of each Private Placement Warrant approximates the fair value of a Public Warrant. Accordingly, the Private Placement Warrants are valued upon observable data and have been reclassified as Level 2 financial instruments. The change in the fair value of the Level 3 warrant liability during the period from January 19, 2021 (date of inception) through November 4, 2021, was as follows: Period from January 19, 2021 (Inception) through November 4, 2021 Fair value—beginning of period $ — Additions 382,773 Change in fair value 125,023 Transfers out of level 3 to level 2 (507,796 ) Fair value—end of period $ — The Working Capital Note was valued using a combination of the Black-Scholes option pricing model and present value method, which is considered to be a Level 3 fair value measurement. The estimated fair value of the Working Capital Note was based on the following ranges of significant inputs: Assumptions At Issuance As of December 31, 2022 Expected term 0.8 -1.0 0.9 Volatility 65.0% 65.0% Risk free rate 4.0% - 4.7% 4.7% Discount rate 24.8% - 29.6% 24.4% - 29.4% Probability of conversion 65.0% - 75.0% 65.0% The following table presents information about the change in fair value of the Company’s Level 3 Working Capital Note during the year ended December 31, 2022: Year Ended December 31, 2022 Fair value - $ — Additions 260,000 Change in fair value (2,508 ) Fair value - end of period $ 257,492 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | 9. INCOME TAX The sources of loss before provision for income taxes are as follows for the year ended December 31, 2022 and the period from January 19, 2021 (inception) through December 31, 2021: Year Ended December 31, 2022 Period from January 19, 2021 (Inception) through December 31, 2021 Domestic $ (2,287,692 ) $ (1,105,947 ) Foreign — — Total $ (2,287,692 ) $ (1,105,947 ) The provision for income taxes was comprised of the following for the year ended December 31, 2022 and the period from January 19, 2021 (inception) through December 31, 2021: Year Ended December 31, 2022 Period from January 19, 2021 (Inception) through December 31, 2021 Current: Federal $ 342,216 $ 1,255 State and local 144,399 528 Foreign — — Total current 486,615 1,783 Deferred: Federal — — State and local — — Foreign — — Total deferred — — Total provision for income taxes $ 486,615 $ 1,783 Reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: Year Ended December 31, 2022 Period from January 19, 2021(Inception) through December 31, 2021 Statutory income tax benefit $ (480,415 ) $ (232,249 ) State income taxes, net of federal (184,760 ) (75,096 ) Warrant and note payable revaluation (75,812 ) 6,431 Valuation allowance on start-up 1,227,602 302,697 Provision for income taxes $ 486,615 $ 1,783 For the year ended December 31, 2022 and the period from January 19, 2021 (inception) through December 31, 2021, the effective tax rate differs from the U.S. statutory rate primarily due to the valuation allowance on the start-up The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 Deferred Tax Assets: Start-up $ 1,530,299 $ 302,697 Valuation allowance (1,530,299 ) (302,697 ) Net deferred tax assets (liabilities) $ — $ — As of December 31, 2022 and 2021, the Company has recorded a valuation allowance of $1,530,299 and $302,697, respectively, to offset deferred tax assets related to its start-up |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS On January 25, 2023 and February 27, 2023, the Extension Note was amended to increase the principal amount to $ 960,000 160,000 805,000 65,000 350,000 65,000 On February 14, 2023, the Company filed a registration statement on Form S-4 with 8-K into QT Imaging with QT Imaging surviving the Merger as a wholly owned subsidiary of the Company. At the closing, the Company will be renamed as QT Imaging Holdings, Inc. There are no guarantees that the registration statement on Form S-4 will Form S-4 is On February 23, 2023, the Company engaged IB Capital LLC as its financial advisor and marketing agent in connection with its proposed Business Combination for a total service charge of $850,000. The contract was amended on March 15, 2023 to increase the total service charge to $950,000. The first installment in the amount of $350,000 was paid on February 27, 2023. The remaining balance in the amount of $600,000 will be paid upon closing of the Business Combination from the flow of funds. On March 14, 2023, the Company filed Schedule 14A with the SEC which announced that the 2023 special meeting of stockholders of the Company will be held on March 28, 2023. At the special meeting, the stockholders approved two proposals: (A) to amend the Company’s Amended and Restated Certificate of Incorporation, giving the Company the right to extend the date by which it has to consummate a Business Combination up to six (6) times for an additional one (1) month each time, from March 28, 2023 to September 28, 2023 provided that GigAcquisitions5, LLC (or its designees) must deposit into the Trust Account for each one-month 100,000 one-month On March 20, 2023, one of the Company’s Underwriters, Wells Fargo, issued an underwriting fee waiver letter to the Company which stated that Wells Fargo waived its entitlement to the payment of any deferred underwriting fees to be paid under the terms of the Underwriting Agreement in respect of any Business Combination involving the Company or its affiliates and QT Imaging or its affiliates. As a result of this waiver, the total deferred underwriting fee balance due to Wells Fargo in the amount of $6,440,000 was waived as of March 20, 2023. On March 28, 2023, at a special meeting of stockholders of the Company, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a Business Combination transaction from March 28, 2023 to September 28, 2023, provided that the sum of $100,000 is deposited into the Trust Account for each one-month |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company’s statements of operations and comprehensive loss include a presentation of income per share for common stock subject to possible redemption in a manner similar to the two-class Net loss per share, basic and diluted, for non-redeemable non-redeemable |
Reconciliation of Net Loss Per Common Share | Reconciliation of Net Loss Per Common Share In accordance with the two-class Year Ended December 31, 2022 Period from January 19, 2021 (Inception) through December 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account, net of taxes $ 1,143,783 $ 4,195 Net income attributable to common stock subject to possible redemptions $ 1,143,783 $ 4,195 Denominator: Weighted-average common shares subject to redemption Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption 17,954,419 6,296,830 Basic and diluted net income per share, common stock subject to possible redemption $ 0.06 $ 0.00 Non-Redeemable Numerator: Net loss minus net earnings—Basic and diluted Net loss $ (2,774,307 ) $ (1,107,730 ) Less: net income attributable to common stock subject to redemption (1,143,783 ) (4,195 ) Net loss attributable to non-redeemable $ (3,918,090 ) $ (1,111,925 ) Denominator: Weighted-average non-redeemable Weighted-average non-redeemable 6,540,000 8,185,533 Net loss per share, non-redeemable $ (0.60 ) $ (0.14 ) |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. There were no cash equivalents as of December 31, 2022 and 2021. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account As of December 31, 2022 and 2021, the assets held in the Trust Account consisted of money market funds investing in U.S. Treasury Bills and cash. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which at times, may exceed federally insured limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Convertible Promissory Note --Related Party | Convertible Promissory Note — Related Party The Company accounts for its Working Capital Note under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”). Under ASC 815-15-25, non-cash |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs | Offering Costs Offering costs in the amount of $13,193,740 consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Offering. Offering costs were charged to stockholders’ deficit and recorded in additional paid-in |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. As of December 31, 2022 and 2021, 4,014,050 and 23,000,000 shares of common stock, respectively, were issued and outstanding and subject to possible redemption. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation related to restricted stock awards is based on the fair value of common stock on the grant date. The shares underlying the Company’s restricted stock award to Mr. Weightman is subject to forfeiture if he resigns or is terminated for cause prior to the completion of the Business Combination. Therefore, the related stock-based compensation will be recognized upon the completion of a Business Combination, unless the related shares are forfeited prior to a Business Combination occurring. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company 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 |
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 sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the statements of operations and comprehensive loss. 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 warrant liability related to the common stock warrants will be reclassified to additional paid-in |
Reclassification Adjustment | Reclassifications Certain reclassifications have been made to the 2021 financial statements to conform to the 2022 presentation. The reclassifications had no impact on net loss, total assets, total liabilities, or stockholders’ deficit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Net Loss Per Common Share Basic and Diluted | Accordingly, net loss per common share, basic and diluted, is calculated as follows: Year Ended December 31, 2022 Period from January 19, 2021 (Inception) through December 31, 2021 Common stock subject to possible redemption Numerator: Earnings allocable to common stock subject to redemption Interest earned on marketable securities held in Trust Account, net of taxes $ 1,143,783 $ 4,195 Net income attributable to common stock subject to possible redemptions $ 1,143,783 $ 4,195 Denominator: Weighted-average common shares subject to redemption Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption 17,954,419 6,296,830 Basic and diluted net income per share, common stock subject to possible redemption $ 0.06 $ 0.00 Non-Redeemable Numerator: Net loss minus net earnings—Basic and diluted Net loss $ (2,774,307 ) $ (1,107,730 ) Less: net income attributable to common stock subject to redemption (1,143,783 ) (4,195 ) Net loss attributable to non-redeemable $ (3,918,090 ) $ (1,111,925 ) Denominator: Weighted-average non-redeemable Weighted-average non-redeemable 6,540,000 8,185,533 Net loss per share, non-redeemable $ (0.60 ) $ (0.14 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 41,561,656 $ 232,304,005 Liabilities: Warrant liability 2 $ 31,800 $ 413,400 Note payable to related party at fair value 3 $ 257,492 $ — |
Schedule of Change in Fair Value of Warrant Liability and Working Capital Note | The change in the fair value of the Level 3 warrant liability during the period from January 19, 2021 (date of inception) through November 4, 2021, was as follows: Period from January 19, 2021 (Inception) through November 4, 2021 Fair value—beginning of period $ — Additions 382,773 Change in fair value 125,023 Transfers out of level 3 to level 2 (507,796 ) Fair value—end of period $ — The following table presents information about the change in fair value of the Company’s Level 3 Working Capital Note during the year ended December 31, 2022: Year Ended December 31, 2022 Fair value - $ — Additions 260,000 Change in fair value (2,508 ) Fair value - end of period $ 257,492 |
Schedule of Estimated Fair Value of Working Capital Note | The Working Capital Note was valued using a combination of the Black-Scholes option pricing model and present value method, which is considered to be a Level 3 fair value measurement. The estimated fair value of the Working Capital Note was based on the following ranges of significant inputs: Assumptions At Issuance As of December 31, 2022 Expected term 0.8 -1.0 0.9 Volatility 65.0% 65.0% Risk free rate 4.0% - 4.7% 4.7% Discount rate 24.8% - 29.6% 24.4% - 29.4% Probability of conversion 65.0% - 75.0% 65.0% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision for Income Taxes | The sources of loss before provision for income taxes are as follows for the year ended December 31, 2022 and the period from January 19, 2021 (inception) through December 31, 2021: Year Ended December 31, 2022 Period from January 19, 2021 (Inception) through December 31, 2021 Domestic $ (2,287,692 ) $ (1,105,947 ) Foreign — — Total $ (2,287,692 ) $ (1,105,947 ) |
Schedule of Provision for Income Taxes | The provision for income taxes was comprised of the following for the year ended December 31, 2022 and the period from January 19, 2021 (inception) through December 31, 2021: Year Ended December 31, 2022 Period from January 19, 2021 (Inception) through December 31, 2021 Current: Federal $ 342,216 $ 1,255 State and local 144,399 528 Foreign — — Total current 486,615 1,783 Deferred: Federal — — State and local — — Foreign — — Total deferred — — Total provision for income taxes $ 486,615 $ 1,783 |
Schedule of Reconciliation of the Federal Statutory Income Tax Rate to the Effective Income Tax Rate | Reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows: Year Ended December 31, 2022 Period from January 19, 2021(Inception) through December 31, 2021 Statutory income tax benefit $ (480,415 ) $ (232,249 ) State income taxes, net of federal (184,760 ) (75,096 ) Warrant and note payable revaluation (75,812 ) 6,431 Valuation allowance on start-up 1,227,602 302,697 Provision for income taxes $ 486,615 $ 1,783 |
Schedule of Tax Effects of Temporary Differences that Gave Rise to Significant Portions of the Deferred Tax Assets and Liabilities | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 Deferred Tax Assets: Start-up $ 1,530,299 $ 302,697 Valuation allowance (1,530,299 ) (302,697 ) Net deferred tax assets (liabilities) $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||||||||||
Mar. 28, 2023 | Mar. 20, 2023 | Sep. 27, 2022 | Sep. 28, 2021 | Sep. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 28, 2023 | Feb. 27, 2023 | Jan. 25, 2023 | Sep. 26, 2022 | Sep. 23, 2022 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Date of incorporation | Jan. 19, 2021 | |||||||||||
Sale of common stock, Shares | 23,000,000 | |||||||||||
Proceeds from issuance of unit | $ 225,400,000 | $ 25,000 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Number of shares of common stock per unit | 1 | |||||||||||
Exercise price of warrants | $ 11.5 | $ 11.5 | ||||||||||
Sale of stock price per unit | $ 10 | |||||||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ 226,850,000 | |||||||||||
Transaction costs, net | $ 13,193,740 | |||||||||||
Transaction costs | 733,740 | $ 85,000 | ||||||||||
Deferred underwriting fees | 9,200,000 | |||||||||||
Offering costs | 843,740 | |||||||||||
Reimbursement of offering expenses | 1,450,000 | |||||||||||
Monthly extension of amendment description | The Company’s initial public offering prospectus and Amended and Restated Certificate of Incorporation provided that the Company initially had until September 28, 2022 (the date which was 12 months after the consummation of the Offering) to complete the Business Combination. On September 23, 2022, the Company held a special meeting of its stockholders and the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation that extends the date by which the Company must consummate a Business Combination transaction from September 28, 2022 up to March 28, 2023 in one-month extensions (the “Extension”). | |||||||||||
US Government treasury bills maturity description | U.S. government treasury bills with a maturity of one hundred and eighty-five (185) days or less | |||||||||||
Public shares redemption percentage | 100% | |||||||||||
Decommissioning trust assets description | The Company’s Amended and Restated Certificate of Incorporation provides that, other than the withdrawal of interest to pay taxes none of the funds held in the Trust Account will be released until the earlier of: (1) thecompletion of the Business Combination; (2) the redemption of 100% of the outstanding Public Shares if the Company has not completed an initial Business Combination within 24 months from the closing of the Offering; or (3) the redemption of any Public Shares properly tendered in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination within the required time period or (B) with respect to any other provision relating to the Company’s pre-business combination activity and related stockholders’ rights. | |||||||||||
Cash | $ 421,549 | $ 78,196 | ||||||||||
Working capital deficit | (3,935,695) | |||||||||||
Subsequent Event | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Number of common shares to be redeemed | 995,049 | |||||||||||
Amount withdrawn from trust account | $ 10,449,626 | |||||||||||
Monthly extension fee payable | 160,000 | |||||||||||
Wells Fargo Securities LLC | Subsequent Event | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Deferred underwriting fee waiver amount | $ 6,440,000 | |||||||||||
Accounts Payable | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Transaction costs, net | 25,000 | |||||||||||
Scenario Forcast | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Monthly extension fee payable | $ 100,000 | |||||||||||
Extension Note | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Number of common shares to be redeemed | 18,985,950 | |||||||||||
Amount withdrawn from trust account | $ 192,138,312 | |||||||||||
Extension Note | Subsequent Event | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Principal amount | $ 1,060,000 | $ 960,000 | $ 960,000 | |||||||||
Extension Note | Sponsor | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Principal amount | 640,000 | $ 160,000 | ||||||||||
Extension Note | Sponsor | Subsequent Event | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Principal amount | 160,000 | 160,000 | ||||||||||
Working Capital Note | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Principal amount | $ 260,000 | |||||||||||
Conversion price | $ 10 | |||||||||||
Working Capital Note | Subsequent Event | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Principal amount | $ 350,000 | $ 805,000 | ||||||||||
Working Capital Note | Sponsor | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Principal amount | $ 65,000 | |||||||||||
Underwriting Agreement | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Sale of common stock, Shares | 20,000,000 | |||||||||||
Proceeds from issuance of unit | $ 232,300,000 | $ 200,000,000 | ||||||||||
Maximum | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Exercise price of warrants | $ 9.2 | |||||||||||
Net interest to pay dissolution expenses | $ 100,000 | |||||||||||
Over-Allotment Option | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Sale of common stock, Shares | 3,000,000 | |||||||||||
Proceeds from issuance of unit | $ 230,000,000 | |||||||||||
Over-Allotment Option | Underwriting Agreement | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Underwriters Option Period | 45 days | |||||||||||
Over-Allotment Option | Maximum | Underwriting Agreement | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Sale of common stock, Shares | 3,000,000 | |||||||||||
Proceeds from issuance of unit | $ 30,000,000 | |||||||||||
Private Placement | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Proceeds from issuance of unit | 6,900,000 | |||||||||||
Sale of units description | Each Private Placement Unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one redeemable warrant. | |||||||||||
Private Placement | Working Capital Note | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Sale of units in private placement | 26,000 | |||||||||||
Underwriter Fees | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Transaction costs | $ 4,600,000 | |||||||||||
Founders | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Sale of stock price per unit | $ 10 | |||||||||||
Sale of units in private placement | 795,000 | |||||||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ 7,950,000 | |||||||||||
Founders | Private Placement | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Sale of units description | Each Private Placement Unit consists of one share of the Company’s common stock and one warrant (a “Private Placement Warrant”). | |||||||||||
Number of shares of common stock per unit | 1 | 1 | ||||||||||
Exercise price of warrants | $ 11.5 | |||||||||||
Sale of units in private placement | 795,000 | |||||||||||
Warrants | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Sale of units description | Each Public Unit consists of one share of the Company’s common stock (a “Public Share”), $0.0001 par value, and one redeemable warrant (a “Public Warrant”). | |||||||||||
Warrants | Private Placement | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Number of shares of common stock per unit | 1 | |||||||||||
Common Stock | Maximum | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Exercise price of warrants | $ 9.2 | |||||||||||
Common Stock | Private Placement | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Number of shares of common stock per unit | 1 | |||||||||||
Common Stock | Founders | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Sale of common stock, Shares | 10,047,500 | |||||||||||
Proceeds from issuance of unit | $ 25,000 | |||||||||||
Common Stock | Founders | Private Placement | ||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||||||||||
Sale of common stock, Shares | 795,000 |
Business Combination and Rela_2
Business Combination and Related Agreement - Additional Information (Details) - USD ($) | Dec. 08, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 23, 2021 |
Business Acquisition [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
PIPE Subscription Agreements | Maximum | ||||
Business Acquisition [Line Items] | ||||
Aggregate gross proceed under agreements | $ 26,000,000 | |||
Business Combination Agreement | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, date of acquisition agreement | Dec. 08, 2022 | |||
Business acquisition, share price | $ 0.001 | |||
Common stock, par value | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Offering costs charged to stockholders' deficit upon completion of offering | $ 13,193,740 | |
Issued and outstanding subject to possible redemption | 4,014,050 | 23,000,000 |
Unrecognized tax benefits | $ 0 | $ 0 |
Amount accrued for payment of interest and penalties | $ 0 | $ 0 |
Mr Weightman | ||
Accounting Policies [Line Items] | ||
Issuance of shares subject to forfeiture | 5,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Net Loss Per Common Share Basic and Diluted (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Numerator | ||
Net loss | $ (1,107,730) | $ (2,774,307) |
Net income attributable to common stock subject to possible redemptions | $ 4,195 | $ 1,143,783 |
Denominator | ||
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption | 6,296,830 | 17,954,419 |
Weighted-average common shares outstanding, basic | 8,185,533 | 6,540,000 |
Weighted-average common shares outstanding, diluted | 8,185,533 | 6,540,000 |
Net loss per share common share, basic | $ (0.14) | $ (0.6) |
Net loss per share common share, diluted | $ (0.14) | $ (0.6) |
Common Stock Subject to Possible Redemption | ||
Numerator | ||
Interest earned on marketable securities held in Trust Account, net of taxes | $ 4,195 | $ 1,143,783 |
Net income attributable to common stock subject to possible redemptions | $ 4,195 | $ 1,143,783 |
Denominator | ||
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption | 6,296,830 | 17,954,419 |
Net loss per share common share, basic | $ 0 | $ 0.06 |
Net loss per share common share, diluted | $ 0 | $ 0.06 |
Non-Redeemable Common Stock | ||
Numerator | ||
Net loss | $ (1,107,730) | $ (2,774,307) |
Net income attributable to common stock subject to possible redemptions | (4,195) | (1,143,783) |
Net loss attributable to non-redeemable common stock | $ (1,111,925) | $ (3,918,090) |
Denominator | ||
Weighted-average common shares outstanding, basic | 8,185,533 | 6,540,000 |
Weighted-average common shares outstanding, diluted | 8,185,533 | 6,540,000 |
Net loss per share common share, basic | $ (0.14) | $ (0.6) |
Net loss per share common share, diluted | $ (0.14) | $ (0.6) |
Offering - Additional Informati
Offering - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Sep. 28, 2021 | Dec. 31, 2022 | Sep. 23, 2021 | |
Class Of Stock [Line Items] | |||
Sale of common stock, Shares | 23,000,000 | ||
Sale of stock price per unit | $ 10 | ||
Number of shares of common stock per unit | 1 | ||
Exercise price of warrants | $ 11.5 | $ 11.5 | |
Period after business combination when warrants become exercisable | 30 days | ||
Warrants exercisable expiration period after completion of business combination | 5 years | ||
Period allotted to complete the business combination | 24 months | ||
Redemption price per warrant | $ 0.01 | ||
Minimum period of prior written notice of redemption of warrants | 30 days | ||
Minimum price per share required for redemption of warrants | $ 18 | ||
IPO | |||
Class Of Stock [Line Items] | |||
Sale of common stock, Shares | 23,000,000 | ||
Sale of stock price per unit | $ 10 | ||
Warrants | |||
Class Of Stock [Line Items] | |||
Sale of units description | Each Public Unit consists of one share of the Company’s common stock (a “Public Share”), $0.0001 par value, and one redeemable warrant (a “Public Warrant”). | ||
Period after business combination when warrants become exercisable | 30 days | ||
Period after offering when warrants become exercisable | 12 months | ||
Warrants exercisable expiration period after completion of business combination | 5 years | ||
Period allotted to complete the business combination | 24 months | ||
Net cash settlement value of warrants | $ 0 | ||
Redemption price per warrant | $ 0.01 | ||
Minimum period of prior written notice of redemption of warrants | 30 days | ||
Minimum price per share required for redemption of warrants | $ 18 | ||
Warrants | IPO | |||
Class Of Stock [Line Items] | |||
Sale of units description | Each Public Unit consists of one Public Share and one Public Warrant. | ||
Number of shares of common stock per unit | 1 | ||
Exercise price of warrants | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 2 Months Ended | 8 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Sep. 28, 2021 | Sep. 23, 2021 | Sep. 29, 2021 | Sep. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 27, 2022 | Nov. 28, 2022 | Oct. 26, 2022 | Sep. 26, 2022 | |
Related Party Transaction [Line Items] | ||||||||||
Proceeds from issuance of unit | $ 225,400,000 | $ 25,000 | ||||||||
Number of shares of common stock per unit | 1 | |||||||||
Exercise price of warrants | $ 11.5 | $ 11.5 | ||||||||
Period after business combination when warrants become exercisable | 30 days | |||||||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||||||
Redemption price per warrant | $ 0.01 | |||||||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||||||
Minimum price per share required for redemption of warrants | $ 18 | |||||||||
Holding period of shares for completion of initial business combination | 6 months | |||||||||
Period after completion of business combination to allow transfer of shares | 30 days | |||||||||
Warrants transfer restrictions period following consummation of business combination | 1 year | |||||||||
Repayments of related party debt | $ 133,465 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Note Payable to related party | $ 603,880 | |||||||||
Debt discount on note payable to related party | 54,034 | |||||||||
Working Capital Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 260,000 | |||||||||
Conversion price | $ 10 | |||||||||
Note Payable to related party | $ 257,492 | |||||||||
Fair value, option, aggregate differences | 2,508 | |||||||||
Extension Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Fair value, option, aggregate differences | $ 640,000 | |||||||||
Debt instrument average market discount rate | 26.60% | |||||||||
Debt discount on reduction to carrying principle amount | $ 54,034 | |||||||||
Debt discount on note payable to related party | 603,880 | |||||||||
Total interest expenses | 17,914 | |||||||||
Unamortized debt discount | $ 36,120 | |||||||||
Founders | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Forfeiture of shares | 4,312,500 | |||||||||
Sale of common stock price per share | $ 0.0024882 | |||||||||
Sale of units in private placement | 795,000 | |||||||||
Repayments of related party debt | $ 125,000 | |||||||||
Repayment of promissory notes | The promissory note was non-interest bearing, unsecured and was repaid in full on September 28, 2021. | |||||||||
Mr Weightman | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Forfeiture of shares | 5,000 | |||||||||
Monthly payment for services | $ 2,500 | |||||||||
GigManagement, LLC | Office Space, Administrative Services and Secretarial Support | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment to affiliate of sponsor | $ 30,000 | |||||||||
GigManagement, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Repayments of related party debt | $ 8,465 | |||||||||
Repayment of promissory notes | The promissory note was non-interest bearing, unsecured and was repaid on September 29, 2021. | |||||||||
Sponsor | Working Capital Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 65,000 | $ 65,000 | $ 65,000 | $ 65,000 | ||||||
Sponsor | Extension Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 160,000 | $ 160,000 | $ 160,000 | $ 160,000 | ||||||
Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Exercise price of warrants | $ 9.2 | |||||||||
Period after initial business combination to allow transfer of shares | 90 days | |||||||||
Maximum | Mr Weightman | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Monthly payment for services | $ 15,000 | |||||||||
Private Placement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from issuance of unit | $ 6,900,000 | |||||||||
Sale of units description | Each Private Placement Unit consists of one share of the Company’s common stock, par value $0.0001 per share, and one redeemable warrant. | |||||||||
Private Placement | Working Capital Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of units in private placement | 26,000 | |||||||||
Private Placement | Founders | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of common stock price per share | $ 10 | $ 10 | ||||||||
Sale of units in private placement | 795,000 | |||||||||
Number of shares of common stock per unit | 1 | 1 | ||||||||
Sale of units description | Each Private Placement Unit consists of one share of the Company’s common stock and one warrant (a “Private Placement Warrant”). | |||||||||
Exercise price of warrants | $ 11.5 | |||||||||
Insider Shares Grant Agreements | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Effective date of grant award agreement | Sep. 23, 2021 | |||||||||
Insider Shares Grant Agreements | Mr Weightman | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock issued in consideration for future service | 5,000 | 5,000 | 5,000 | |||||||
Effective date of grant award agreement | Sep. 23, 2021 | |||||||||
Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Stock price threshold that allows transfer of shares | $ 11.5 | |||||||||
Common Stock | Founders | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of common stock, Shares | 5,735,000 | |||||||||
Proceeds from issuance of unit | $ 25,000 | |||||||||
Sale of common stock price per share | $ 0.0043592 | |||||||||
Common Stock | Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Exercise price of warrants | $ 9.2 | |||||||||
Common Stock | Private Placement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares of common stock per unit | 1 | |||||||||
Common stock, par value | $ 0.0001 | |||||||||
Warrants | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Sale of units description | Each Public Unit consists of one share of the Company’s common stock (a “Public Share”), $0.0001 par value, and one redeemable warrant (a “Public Warrant”). | |||||||||
Period after business combination when warrants become exercisable | 30 days | |||||||||
Period after offering when warrants become exercisable | 12 months | |||||||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||||||
Net cash settlement value of warrants | $ 0 | |||||||||
Redemption price per warrant | $ 0.01 | |||||||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||||||
Minimum price per share required for redemption of warrants | $ 18 | |||||||||
Warrants | Private Placement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares of common stock per unit | 1 | |||||||||
Warrants | Private Placement | Founders | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Period after business combination when warrants become exercisable | 30 days | |||||||||
Period after offering when warrants become exercisable | 12 months | |||||||||
Warrants exercisable expiration period after completion of business combination | 5 years | |||||||||
Sale of units description | (or such lesser period depending upon the number of one-month extensions which occur) | |||||||||
Net cash settlement value of warrants | $ 0 | |||||||||
Redemption price per warrant | $ 0.01 | |||||||||
Minimum period of prior written notice of redemption of warrants | 30 days | |||||||||
Minimum price per share required for redemption of warrants | $ 18 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Mar. 20, 2023 | Dec. 31, 2022 | |
Other Commitments [Line Items] | ||
Underwriting discount per public unit paid in cash | $ 0.2 | |
Deferred underwriting commissions per public unit | $ 0.4 | |
Aggregate deferred underwriting commissions | $ 9,200,000 | |
Subsequent Event | Wells Fargo Securities LLC | ||
Other Commitments [Line Items] | ||
Deferred underwriting fee waiver amount | $ 6,440,000 | |
Over-Allotment Option | ||
Other Commitments [Line Items] | ||
Underwriters option period | 45 days | |
Option to purchase additional public units to cover over-allotments | 3,000,000 | |
Over-allotment option, exercise date | Sep. 28, 2021 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Sep. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Jan. 18, 2021 | |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock, shares issued | 6,545,000 | 6,545,000 | ||
Common stock, shares outstanding | 6,545,000 | 6,545,000 | ||
Redeemable common stock, shares | 23,000,000 | 4,014,050 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Exercise price of warrants | $ 11.5 | $ 11.5 | ||
Percentage of warrants exercise price | 115% | |||
Period after business combination when warrants become exercisable | 30 days | |||
Warrants exercisable expiration period after completion of business combination | 5 years | |||
Period allotted to complete the business combination | 24 months | |||
Redemption price per warrant | $ 0.01 | |||
Minimum period of prior written notice of redemption of warrants | 30 days | |||
Minimum price per share required for redemption of warrants | $ 18 | |||
Warrants or rights outstanding | 23,795,000 | |||
Minimum | ||||
Class Of Stock [Line Items] | ||||
Percentage of aggregate gross proceeds of equity issuances | 65% | |||
Maximum | ||||
Class Of Stock [Line Items] | ||||
Exercise price of warrants | $ 9.2 | |||
Insider Shares Grant Agreements | ||||
Class Of Stock [Line Items] | ||||
Effective date of grant award agreement | Sep. 23, 2021 | |||
Restricted Stock | Insider Shares Grant Agreements | Non-Employee Consultants | ||||
Class Of Stock [Line Items] | ||||
Number of shares subject to forfeiture | 15,000 | |||
Mr Weightman | Insider Shares Grant Agreements | ||||
Class Of Stock [Line Items] | ||||
Number of shares subject to forfeiture | 5,000 | |||
Common stock issued in consideration for future service | 5,000 | 5,000 | 5,000 | |
Effective date of grant award agreement | Sep. 23, 2021 | |||
Description of fair value of common stock shares vest recognition | If an initial Business Combination occurs and the 5,000 shares have not been previously forfeited, the fair value of the common stock on the date the shares vest will be recognized as stock-based compensation in the Company’s statements of operations and comprehensive loss when the completion of the Business Combination becomes probable. | |||
Interest Solutions (ICR) | Insider Shares Grant Agreements | ||||
Class Of Stock [Line Items] | ||||
Common stock issued in consideration for future service | 10,000 | |||
Number of shares not subject to forfeiture | 10,000 | |||
Number of shares, grant date fair value expensed upon issuance | 10,000 | |||
Warrants | ||||
Class Of Stock [Line Items] | ||||
Period after offering when warrants become exercisable | 12 months | |||
Net cash settlement value of warrants | $ 0 | |||
Warrants or rights outstanding | 23,795,000 | |||
Common Stock | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | |||
Common stock, voting rights per share | Holders of the Company’s common stock are entitled to one vote for each share of common stock | |||
Common stock, shares issued | 6,545,000 | 6,545,000 | ||
Common stock, shares outstanding | 6,545,000 | 6,545,000 | ||
Redeemable common stock, shares | 23,000,000 | 4,014,050 | ||
Temporary equity, shares outstanding | 23,000,000 | 4,014,050 | ||
Common stock reserved for future issuance | 23,821,000 | |||
Common Stock | Maximum | ||||
Class Of Stock [Line Items] | ||||
Exercise price of warrants | $ 9.2 | |||
Common Stock | Working Capital Note | ||||
Class Of Stock [Line Items] | ||||
Common stock reserved for future issuance | 26,000 | |||
Common Stock | Warrants | ||||
Class Of Stock [Line Items] | ||||
Common stock reserved for future issuance | 23,795,000 | |||
Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash and marketable securities held in Trust Account | $ 41,561,656 | $ 232,304,005 |
Liabilities: | ||
Note Payable to related party | 603,880 | |
Level 1 | ||
Assets: | ||
Cash and marketable securities held in Trust Account | 41,561,656 | 232,304,005 |
Level 2 | ||
Liabilities: | ||
Warrant liability | 31,800 | $ 413,400 |
Level 3 | ||
Liabilities: | ||
Note Payable to related party | $ 257,492 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Interest receivable on cash and marketable securities held in the Trust Account | $ 133,211 | $ 1,973 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Change in Fair Value of Warrant Liability (Details) - Warrant Liability | 10 Months Ended |
Nov. 04, 2021 USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Additions | $ 382,773 |
Change in fair value | 125,023 |
Transfers out of level 3 to level 2 | $ (507,796) |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Estimated Fair Value of Working Capital Note (Details) - Level 3 | 12 Months Ended | |
Sep. 26, 2022 | Dec. 31, 2022 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Expected term | 10 months 24 days | |
Volatility | 65% | 65% |
Risk free rate | 4.70% | |
Probability of conversion | 65% | |
Minimum | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Expected term | 9 months 18 days | |
Risk free rate | 4% | |
Discount rate | 24.80% | 24.40% |
Probability of conversion | 65% | |
Maximum | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Expected term | 1 year | |
Risk free rate | 4.70% | |
Discount rate | 29.60% | 29.40% |
Probability of conversion | 75% |
Fair Value Measurements - Sch_4
Fair Value Measurements - Schedule of Change in Fair Value of Working Capital Note (Details) - Working Capital Note | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Additions | $ 260,000 |
Change in fair value | (2,508) |
Fair value - end of period | $ 257,492 |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Provision for Income Taxes (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (1,105,947) | $ (2,287,692) |
Loss before provision for income taxes | $ (1,105,947) | $ (2,287,692) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 1,255 | $ 342,216 |
State and local | 528 | 144,399 |
Total current | 1,783 | 486,615 |
Total provision for income taxes | $ 1,783 | $ 486,615 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Federal Statutory Income Tax Rate to the Effective Income Tax Rate (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | ||
Statutory income tax benefit | $ (232,249) | $ (480,415) |
State income taxes, net of federal | (75,096) | (184,760) |
Warrant and note payable revaluation | 6,431 | (75,812) |
Valuation allowance on start-up costs | 302,697 | 1,227,602 |
Total provision for income taxes | $ 1,783 | $ 486,615 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Effects of Temporary Differences that Gave Rise to Significant Portions of the Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Start-up costs | $ 1,530,299 | $ 302,697 |
Valuation allowance | $ (1,530,299) | $ (302,697) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 1,530,299 | $ 302,697 |
Increase in valuation allowance | 1,227,602 | |
Unrecognized tax benefits | 0 | 0 |
Amount accrued for payment of interest and penalties | 0 | $ 0 |
Positions recorded | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 6 Months Ended | ||||||||||||
Mar. 28, 2023 | Mar. 27, 2023 | Mar. 24, 2023 | Mar. 20, 2023 | Mar. 15, 2023 | Feb. 27, 2023 | Feb. 23, 2023 | Jan. 25, 2023 | Sep. 27, 2022 | Sep. 28, 2023 | Dec. 31, 2022 | Sep. 26, 2022 | Sep. 23, 2022 | |
Extension Note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Number of common shares to be redeemed | 18,985,950 | ||||||||||||
Amount withdrawn from trust account | $ 192,138,312 | ||||||||||||
Working Capital Note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | $ 260,000 | ||||||||||||
Scenario Forcast | Charter Amendment Proposal | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Extension fund amount | $ 100,000 | ||||||||||||
Scenario Forcast | Trust Amendment Proposal | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Extension fund amount | $ 100,000 | ||||||||||||
Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Description of proposals | At the special meeting, the stockholders approved two proposals: (A) to amend the Company’s Amended and Restated Certificate of Incorporation, giving the Company the right to extend the date by which it has to consummate a Business Combination up to six (6) times for an additional one (1) month each time, from March 28, 2023 to September 28, 2023 provided that GigAcquisitions5, LLC (or its designees) must deposit into the Trust Account for each one-month extension funds equal to $100,000 (the “Charter Amendment Proposal”); (B) to amend the Company’s investment management trust agreement, dated as of September 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the Combination Period up to six (6) times for an additional one (1) month each time from March 28, 2023 to September 28, 2023 by depositing into the Trust Account for each one-month extension, the sum of $100,000 (the “Trust Amendment Proposal”). | ||||||||||||
Cash deposited in trust account | $ 100,000 | ||||||||||||
Number of common shares to be redeemed | 995,049 | ||||||||||||
Amount withdrawn from trust account | $ 10,449,626 | ||||||||||||
Issued and outstanding common stock own percentage | 68.40% | ||||||||||||
Subsequent Event | Extension Note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | $ 1,060,000 | $ 960,000 | $ 960,000 | ||||||||||
Cash deposited in trust account | $ 100,000 | ||||||||||||
Subsequent Event | Working Capital Note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | 350,000 | 805,000 | |||||||||||
Subsequent Event | Wells Fargo Securities LLC | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Deferred underwriting fee waiver amount | $ 6,440,000 | ||||||||||||
Subsequent Event | IB Capital LLC | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Business combination, service charge | $ 950,000 | $ 850,000 | |||||||||||
Business combination, service charge paid | 350,000 | ||||||||||||
Business combination, service charge payable | 600,000 | ||||||||||||
Sponsor | Extension Note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | $ 640,000 | $ 160,000 | |||||||||||
Sponsor | Working Capital Note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | $ 65,000 | ||||||||||||
Sponsor | Subsequent Event | Extension Note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Principal amount | $ 160,000 | 160,000 | |||||||||||
Sponsor | Subsequent Event | Working Capital Note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Cash proceeds received for working capital purposes | $ 65,000 | $ 65,000 | $ 65,000 |