Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | NET Power Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001845437 |
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 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 844,717 | $ 1,627,877 | $ 2,570,409 |
Due from related party | 7,960 | 7,960 | 7,960 |
Prepaid expenses | 204,857 | 272,546 | 746,720 |
Total current assets | 1,057,534 | 1,908,383 | 3,325,089 |
Investments held in Trust Account | 353,653,029 | 349,942,773 | 345,044,341 |
Total Assets | 354,710,563 | 351,851,156 | 348,369,430 |
Current liabilities: | |||
Accounts payable | 25,871 | 31,780 | 143,405 |
Accrued expenses | 5,818,373 | 4,986,852 | 375,918 |
Total current liabilities | 5,844,244 | 5,018,632 | 519,323 |
Deferred underwriting commissions in connection with the initial public offering | 11,721,500 | 11,721,500 | 11,721,500 |
Derivative warrant liabilities | 29,278,250 | 24,832,440 | 30,077,750 |
Total liabilities | 46,843,994 | 41,572,572 | 42,318,573 |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption | 353,527,029 | 349,816,773 | 345,000,000 |
Shareholders’ Deficit: | |||
Preference shares | |||
Class Aordinary shares value | |||
Class B ordinary shares value | 863 | 863 | 863 |
Additional paid-in capital | |||
Accumulated deficit | (45,340,266) | (39,310,765) | (38,559,114) |
Total Rice Acquisition Corp. II deficit | (45,339,403) | (39,309,902) | (38,558,251) |
Non-controlling interest in subsidiary | (321,057) | (228,287) | (390,892) |
Total shareholders’ deficit | (45,660,460) | (39,538,189) | (38,949,143) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ 354,710,563 | $ 351,851,156 | $ 348,369,430 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference shares, authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preference shares, issued | |||
Preference shares, outstanding | |||
Class A Ordinary Shares | |||
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption, shares issued | 34,500,000 | 34,500,000 | 34,500,000 |
Ordinary shares subject to possible redemption, redemption value per share (in Dollars per share) | $ 10.25 | $ 10.14 | $ 10 |
Ordinary shares subject to possible redemption, shares outstanding | 34,500,000 | 34,500,000 | 34,500,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Ordinary shares, issued | 2,500 | 2,500 | 2,500 |
Ordinary shares, outstanding | 2,500 | 2,500 | 2,500 |
Class B Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 30,000,000 | 30,000,000 | 30,000,000 |
Ordinary shares, issued | 8,625,000 | 8,625,000 | 8,625,000 |
Ordinary shares, outstanding | 8,625,000 | 8,625,000 | 8,625,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 1,646,461 | $ 323,183 | $ 632,131 | $ 5,796,015 |
General and administrative expenses – related party | 30,000 | 30,000 | 65,000 | 120,000 |
Loss from operations | (1,676,461) | (353,183) | (697,131) | (5,916,015) |
Other (expense) income | ||||
Change in fair value of derivative warrant liabilities | (4,445,810) | 17,895,087 | (6,742,750) | 5,245,310 |
Interest earned on investments held in Trust Account | 3,710,256 | 30,475 | 18,341 | 4,898,432 |
Offering costs associated with derivative warrant liabilities | (592,641) | |||
Loss upon issuance of Private Placement Warrants | (2,175,000) | |||
Other (expense) income, net | (735,554) | 17,925,562 | ||
Net (loss) income | (2,412,015) | 17,572,379 | (10,189,181) | 4,227,727 |
Net (loss) income attributable to non-controlling interest in subsidiary | (92,770) | 675,861 | (391,892) | 162,605 |
Net (loss) income attributable to Rice Acquisition Corp. II | $ (2,319,245) | $ 16,896,518 | $ (9,797,289) | $ 4,065,122 |
Class A Ordinary Shares | ||||
Other (expense) income | ||||
Weighted average shares outstanding (in Shares) | 34,502,500 | 34,502,500 | 20,412,350 | 34,502,500 |
Basic net (loss) income per share (in Dollars per share) | $ (0.05) | $ 0.39 | $ (0.35) | $ 0.09 |
Class B Ordinary Shares | ||||
Other (expense) income | ||||
Weighted average shares outstanding (in Shares) | 8,625,000 | 8,625,000 | 7,984,399 | 8,625,000 |
Basic net (loss) income per share (in Dollars per share) | $ (0.05) | $ 0.39 | $ (0.35) | $ 0.09 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Ordinary Shares | ||||
Diluted net (loss) income per share | $ (0.05) | $ 0.39 | $ (0.35) | $ 0.09 |
Class B Ordinary Shares | ||||
Diluted net (loss) income per share | $ (0.05) | $ 0.39 | $ (0.35) | $ 0.09 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Non-controlling Interest in Subsidiary | Total |
Balance at Feb. 01, 2021 | ||||||
Balance (in Shares) at Feb. 01, 2021 | ||||||
Issuance of Class A and Class B ordinary shares to Sponsor | $ 863 | 24,137 | 25,000 | |||
Issuance of Class A and Class B ordinary shares to Sponsor (in Shares) | 2,500 | 8,625,000 | ||||
Issuance of Units in subsidiary to Sponsor | 1,000 | 1,000 | ||||
Accretion of Class A ordinary shares subject to possible redemption to redemption value | (24,137) | (28,761,825) | (28,785,962) | |||
Net income (loss) | (9,797,289) | (391,892) | (10,189,181) | |||
Balance at Dec. 31, 2021 | $ 863 | (38,559,114) | (390,892) | (38,949,143) | ||
Balance (in Shares) at Dec. 31, 2021 | 2,500 | 8,625,000 | ||||
Net income (loss) | 16,896,518 | 675,861 | 17,572,379 | |||
Balance at Mar. 31, 2022 | $ 863 | (21,662,596) | 284,969 | (21,376,764) | ||
Balance (in Shares) at Mar. 31, 2022 | 2,500 | 8,625,000 | ||||
Balance at Dec. 31, 2021 | $ 863 | (38,559,114) | (390,892) | (38,949,143) | ||
Balance (in Shares) at Dec. 31, 2021 | 2,500 | 8,625,000 | ||||
Net income (loss) | 4,065,122 | 162,605 | 4,227,727 | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (4,816,773) | (4,816,773) | ||||
Balance at Dec. 31, 2022 | $ 863 | (39,310,765) | (228,287) | (39,538,189) | ||
Balance (in Shares) at Dec. 31, 2022 | 2,500 | 8,625,000 | ||||
Net income (loss) | (2,319,245) | (92,770) | (2,412,015) | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (3,710,256) | (3,710,256) | ||||
Balance at Mar. 31, 2023 | $ 863 | $ (45,340,266) | $ (321,057) | $ (45,660,460) | ||
Balance (in Shares) at Mar. 31, 2023 | 2,500 | 8,625,000 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||||
Net (loss) income | $ (2,412,015) | $ 17,572,379 | $ (10,189,181) | $ 4,227,727 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||
General and administrative expenses paid by Sponsor in exchange for issuance of Class A and Class B ordinary shares | 26,000 | |||
General and administrative expenses paid by related party under promissory note | 9,360 | |||
Change in fair value of derivative warrant liabilities | 4,445,810 | (17,895,087) | 6,742,750 | (5,245,310) |
Interest earned on securities held in Trust Account | (3,710,256) | (30,475) | (18,341) | (4,898,432) |
Loss upon issuance of private placement warrants | 2,175,000 | |||
Offering costs associated with warrants | 592,641 | |||
Changes in operating assets and liabilities: | ||||
Due from related party | (7,960) | |||
Prepaid expenses | 67,689 | 60,428 | (746,720) | 474,174 |
Accounts payable | (5,909) | (53,228) | 58,405 | (26,625) |
Accrued expenses | 831,521 | 141,775 | 25,918 | 4,610,934 |
Net cash used in operating activities | (783,160) | (204,208) | (1,332,128) | (857,532) |
Cash Flows from Investing Activities: | ||||
Cash deposited in Trust Account | (345,026,000) | |||
Net cash used in investing activities | (345,026,000) | |||
Cash Flows from Financing Activities: | ||||
Proceeds received from initial public offering, gross | 345,000,000 | |||
Proceeds received from private placement | 10,900,000 | |||
Repayment of note payable to related parties | (166,587) | |||
Offering costs paid | (85,000) | (6,804,876) | (85,000) | |
Net cash used in financing activities | (85,000) | 348,928,537 | (85,000) | |
Net change in cash | (783,160) | (289,208) | 2,570,409 | (942,532) |
Cash – beginning of the period | 1,627,877 | 2,570,409 | 2,570,409 | |
Cash – end of the period | $ 844,717 | $ 2,281,201 | 2,570,409 | 1,627,877 |
Supplemental disclosure of noncash financing activities: | ||||
Offering costs included in accrued expenses | 350,000 | |||
Offering costs paid by related party under promissory note | 157,227 | |||
Deferred underwriting commissions | $ 11,721,500 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | ||
Description of Organization and Business Operations | Note 1. Description of Organization and Business Operations Organization and General Rice Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021. As used herein, the “Company” refers to Rice Acquisition Corp. II and its majority -owned As of March 31, 2023, the Company had not commenced any operations. All activity to date relates to the Company’s formation and the preparation for initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The Company’s sponsor is Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on June 15, 2021. On June 18, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise of the underwriters’ option to purchase an additional 4,500,000 Units to cover over -allotments Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.9 million (see Note 4). Each Private Placement Warrant is exercisable to purchase one of the Company’s Class A ordinary shares or one Class A Unit of OpCo together with a corresponding non -economic Following the Initial Public Offering, the Public Shareholders (as defined below) hold a direct economic equity ownership interest in the Company in the form of Class A ordinary shares, and an indirect ownership interest in Opco through the Company’s ownership of Class A Units of Opco. By contrast, the holders of the Company’s Founder Shares and Sponsor Shares (each as defined below in Note 4), including officers and directors to the extent they hold such shares (the “Initial Shareholders”), will own direct economic interests in Opco in the form of Class B Units and a corresponding non -economic Upon the closing of the Initial Public Offering and the Private Placement, $345,026,000 of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -business The Company will provide the holders of the Company’s outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders agreed to vote their Founder Units and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Units and Public Shares in connection with the completion of a Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or June 18, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share -outstanding redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering. Pursuant to the Opco LLC Agreement and a letter agreement that the Sponsor, and the Company’s officers and directors have entered into with the Company, the Sponsor, and the Company’s officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Units they hold if the Company fails to consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame). Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed consolidated financial statements. Proposed Business Combination On December 13, 2022, Rice Acquisition Corp. II, a Cayman Islands exempted company (“RONI”), entered into a Business Combination Agreement (the “Original Business Combination Agreement”), by and among RONI, Rice Acquisition Holdings II LLC, a Cayman Islands exempted company and majority -owned (i) -for-one -for-one -for-one (ii) (b) each then issued and outstanding Class A Unit of RONI Opco will convert automatically, on a one -for-one -for-one (iii) Following the Proposed Business Combination, holders of Class A Units of RONI Opco (other than RONI) will have the right (an “exchange right”), subject to certain limitations, to exchange RONI Interests for, at RONI’s option, (i) shares of Class A Common Stock on a one -for-one Holders of Class A Units of RONI Opco (other than RONI) will generally be permitted to exercise the exchange right on a quarterly basis, subject to certain de minimis allowances. In addition, additional exchanges may occur in connection with certain specified events, and any exchanges involving more than a specified number of Class A Units of RONI Opco (subject to RONI’s discretion to permit exchanges of a lower number of units) may occur at any time upon ten business days’ advanced notice. The exchange rights will be subject to certain limitations and restrictions intended to reduce the administrative burden of exchanges upon RONI and ensure that RONI Opco will continue to be treated as a partnership for U.S. federal income tax purposes. Consummation of the Proposed Business Combination is generally subject to customary conditions of the respective parties and conditions customary to special purpose acquisition companies, including (i) expiration or termination of all applicable waiting periods under the Hart -Scott-Rodino -1 amended, immediately after giving effect to the Proposed Business Combination and (v) approval of the RONI shares being issued in connection with the Proposed Business Combination (including the PIPE Financing (as defined below)) for listing on the New York Stock Exchange. The statutory HSR waiting period expired on February 6, 2023. Additionally, the obligation of NET Power to consummate the Proposed Business Combination is further conditioned upon the sum of (i) the aggregate cash proceeds available for release from RONI’s trust account (after giving effect to the exercise of redemption rights by RONI stockholders), plus (ii) the amount received in respect of the PIPE Financing (whether funded by a current NET Power shareholder or by a third -party The Company filed a Current Reports on Form 8 -K -K -4 Liquidity and Going Concern As of March 31, 2023, the Company had approximately $0.8 million in its operating bank account and working capital deficit of approximately $4.8 million. The Company’s liquidity needs through March 31, 2023 have been satisfied through a payment of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of approximately $126,000 from the Sponsor pursuant to the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note balance upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loan. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014 -15 | Note 1. Description of Organization and Business Operations Organization and General Rice Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021. As used herein, the “Company” refers to Rice Acquisition Corp. II and its majority -owned As of December 31, 2022, the Company had not commenced any operations. All activity to date relates to the Company’s formation and the preparation for initial public offering (the “Initial Public Offering”), described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The Company’s sponsor is Rice Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on June 15, 2021. On June 18, 2021, the Company consummated its Initial Public Offering of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise of the underwriters’ option to purchase an additional 4,500,000 Units to cover over -allotments Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,900,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.9 million (see Note 4). Each Private Placement Warrant is exercisable to purchase one of the Company’s Class A ordinary shares or one Class A Unit of OpCo together with a corresponding non -economic Following the Initial Public Offering, the Public Shareholders (as defined below) will hold a direct economic equity ownership interest in the Company in the form of Class A ordinary shares, and an indirect ownership interest in Opco through the Company’s ownership of Class A Units of Opco. By contrast, the holders of the Company’s Founder Shares and Sponsor Shares (each as defined below in Note 4), including officers and directors to the extent they hold such shares (the “Initial Shareholders”), will own direct economic interests in Opco in the form of Class B Units and a corresponding non -economic Upon the closing of the Initial Public Offering and the Private Placement, $345,026,000 of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post -business The Company will provide the holders of the Company’s outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or June 18, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share -outstanding redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering. Pursuant to the Opco LLC Agreement and a letter agreement that the Sponsor, and the Company’s officers and directors have entered into with the Company, the Sponsor, and the Company’s officers and directors agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Units they hold if the Company fails to consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame). Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these consolidated financial statements. Proposed Business Combination On December 13, 2022, Rice Acquisition Corp. II, a Cayman Islands exempted company (“RONI”), entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Proposed Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Proposed Business Combination”), by and among RONI, Rice Acquisition Holdings II LLC, a Cayman Islands exempted company and majority -owned (i) -for-one -for-one -for-one (ii) -for-one -for-one (iii) Following the Proposed Business Combination, holders of Class A Units of RONI Opco (other than RONI) will have the right (an “exchange right”), subject to certain limitations, to exchange RONI Interests for, at RONI’s option, (i) shares of Class A Common Stock on a one -for-one Holders of Class A Units of RONI Opco (other than RONI) will generally be permitted to exercise the exchange right on a quarterly basis, subject to certain de minimis allowances. In addition, additional exchanges may occur in connection with certain specified events, and any exchanges involving more than a specified number of Class A Units of RONI Opco (subject to RONI’s discretion to permit exchanges of a lower number of units) may occur at any time upon ten business days’ advanced notice. The exchange rights will be subject to certain limitations and restrictions intended to reduce the administrative burden of exchanges upon RONI and ensure that RONI Opco will continue to be treated as a partnership for U.S. federal income tax purposes. Consummation of the Proposed Business Combination is generally subject to customary conditions of the respective parties and conditions customary to special purpose acquisition companies, including (i) expiration or termination of all applicable waiting periods under the Hart -Scott-Rodino Proposed Business Combination, (iii) receipt of requisite approval for consummation of the Proposed Business Combination from RONI’s and NET Power’s shareholders, (iv) RONI’s possession of at least $5,000,001 of net tangible assets, as determined in accordance with Rule 3a51 -1 Additionally, the obligation of NET Power to consummate the Proposed Business Combination is further conditioned upon the sum of (i) the aggregate cash proceeds available for release from RONI’s trust account (after giving effect to the exercise of redemption rights by RONI stockholders), plus (ii) the amount received in respect of the PIPE Financing (whether funded by a current NET Power shareholder or by a third -party The Company filed a Current Reports on Form 8 -K -4 Other than as specifically discussed, this Report does not assume the closing of the Proposed Business Combination. Liquidity and Going Concern As of December 31, 2022, the Company had approximately $1.6 million in its operating bank account and a working capital deficit of approximately $3.1 million. The Company’s liquidity needs through December 31, 2022 have been satisfied through a payment of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of approximately $126,000 from the Sponsor pursuant to the Note (see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note balance upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014 -15 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10 -K Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Principles of Consolidation and Financial Statement Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its majority -owned Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current Cash and Cash Equivalents The Company considers all short -term Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of March 31, 2023 and December 31, 2022, the Company had not experienced losses on these accounts. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short -term Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period. The liabilities are subject to re -measurement -current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, as of the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. Under ASC 480 -10-S99 -in Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 19,525,000 ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended March 31, 2023 For the Three Months Ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (1,855,423 ) $ (463,822 ) $ 13,517,410 $ 3,379,108 Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 34,502,500 8,625,000 Basic and diluted net (loss) income per ordinary share $ (0.05 ) $ (0.05 ) $ 0.39 $ 0.39 Income Taxes FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In June 2022, the FASB issued ASU 2022 -03 -linked Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Note 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Principles of Consolidation and Financial Statement Presentation The consolidated financial statements include the accounts of the Company and its majority -owned Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current Cash and Cash Equivalents The Company considers all short -term Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2022 and 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short -term Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period. The liabilities are subject to re -measurement -current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, as of the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. Under ASC 480 -10-S99 -in Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 19,525,000 ordinary shares in the calculation of diluted income (loss) per share because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 3,252,145 $ 812,977 $ (7,042,556 ) $ (2,754,733 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 20,412,350 7,984,399 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.35 ) $ (0.35 ) Income Taxes FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 - Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked -06 In June 2022, the FASB issued ASU 2022 -03 -linked Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | Note 3. Initial Public Offering On June 18, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, which included the full exercise of the underwriters’ option to purchase an additional 4,500,000 Units to cover over -allotments Each Unit consists of one Class A ordinary share, and one -fourth | Note 3. Initial Public Offering On June 18, 2021, the Company consummated its Initial Public Offering of 34,500,000 Units, which included the full exercise of the underwriters’ option to purchase an additional 4,500,000 Units to cover over -allotments Each Unit consists of one Class A ordinary share, and one -fourth |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4. Related Party Transactions Founder Units and Sponsor Units On February 10, 2021, the Sponsor received 7,187,500 Class B Units of Opco for no consideration and purchased 7,187,600 of the Company’s Class B ordinary shares, par value $0.0001, 2,500 of the Company’s Class A ordinary shares and 100 Class A Units of Opco for aggregate consideration of $26,000. Of the aggregate consideration, Opco received $1,000 for the Class A Units and the Company received $25,000 for the Class A ordinary shares and the Class B ordinary shares. The Company then subscribed for 2,500 Class A Units of Opco for $25,000. In June 2021, the Sponsor forfeited 90,000 Class B Units of Opco, and 30,000 Class B Units of Opco were issued to each of the Company’s independent director nominees. The Sponsor transferred a corresponding number of shares of the Company’s Class B ordinary shares to the Company’s independent director nominees. In June 2021, the Company effected a dividend, and Opco effected a distribution, resulting in an aggregate of 8,625,000 Class B ordinary shares and 8,624,900 Class B Units of Opco outstanding, of which the Sponsor owned 8,535,000 of the Company’s Class B ordinary shares and 8,534,900 Class B Units of Opco. The Sponsor agreed to forfeit up to 1,127,500 Founder Shares to the extent that the over -allotment -allotment The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading-day The Company refers to the 8,624,900 Class B ordinary shares and corresponding number of Class B Units of Opco (or the Class A Units of Opco into which such Class B Units will convert) collectively as the “Founder Shares”. The Founder Shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of Class B ordinary shares, which together will be exchangeable for shares of the Company’s Class A ordinary shares after the time of the initial Business Combination on a one -for-one -economic -for-one -redeemable The Class B Units of Opco will convert into Class A Units of Opco in connection with the initial Business Combination on a one -for-one -for-one -linked -exchanged -linked -linked through a stock split or stock dividend so that the total number of outstanding Class B ordinary shares corresponds to the total number of Class A Units of Opco outstanding (other than those held by the Company) plus the total number of Class A Units Opco into which the Class B Units of Opco are entitled to convert. The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Units held by them (and any Class A ordinary shares acquired upon exchange of Founder Units) until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.9 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On February 10, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on June 15, 2021, the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2023 and 2022, there was $30,000 in fees incurred and paid under this agreement. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket | Note 4. Related Party Transactions Founder Shares and Sponsor Shares On February 10, 2021, the Sponsor received 7,187,500 Class B Units of Opco for no consideration and purchased 7,187,600 of the Company’s Class B ordinary shares, par value $0.0001, 2,500 of the Company’s Class A ordinary shares and 100 Class A Units of Opco for aggregate consideration of $26,000. Of the aggregate consideration, Opco received $1,000 for the Class A Units and the Company received $25,000 for the Class A ordinary shares and the Class B ordinary shares. The Company then subscribed for 2,500 Class A Units of Opco for $25,000. In June 2021, the Sponsor forfeited 90,000 Class B Units of Opco, and 30,000 Class B Units of Opco were issued to each of the Company’s independent director nominees. The Sponsor transferred a corresponding number of shares of the Company’s Class B ordinary shares to the Company’s independent director nominees. In June 2021, the Company effected a dividend, and Opco effected a distribution, resulting in an aggregate of 8,625,000 Class B ordinary shares and 8,624,900 Class B Units of Opco outstanding, of which the Sponsor owned 8,535,000 of the Company’s Class B ordinary shares and 8,534,900 Class B Units of Opco. The Sponsor agreed to forfeit up to 1,127,500 Founder Shares to the extent that the over -allotment -allotment The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading-day The Company refers to the 8,624,900 Class B ordinary shares and corresponding number of Class B Units of Opco (or the Class A Units of Opco into which such Class B Units will convert) collectively as the “Founder Shares”. The Founder Shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of Class B ordinary shares, which together will be exchangeable for shares of the Company’s Class A ordinary shares after the time of the initial Business Combination on a one -for-one -economic -for-one -redeemable The Class B Units of Opco will convert into Class A Units of Opco in connection with the initial Business Combination on a one -for-one -for-one -linked a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon exchange of all Founder Shares will equal, in the aggregate, on an as -exchanged -linked -linked The Initial Shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Units held by them (and any Class A ordinary shares acquired upon exchange of Founder Units) until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 10,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of $10.9 million. Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non -redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On February 10, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This Note was non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement Commencing on June 15, 2021, the date that the Company’s securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021, there were $120,000 and $65,000 in fees incurred and paid under this agreement, respectively. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out -of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 5. Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Units, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters did not earn any commissions on the 1,010,000 Affiliated Units. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.7 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $11.7 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. | Note 5. Commitments and Contingencies Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) were entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock -up Underwriting Agreement The Company granted the underwriter a 45 -day -allotments -allotment The underwriters did not earn any commissions on the 1,010,000 Affiliated Units. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $6.7 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $11.7 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Class A Ordinary Shares Subject to Possible Redemption | Note 6. Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of March 31, 2023 and December 31, 2022, there were 34,502,500 Class A ordinary shares outstanding, of which 34,500,000 shares were subject to possible redemption and are classified outside of permanent equity in the condensed consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets are reconciled on the following table: Class A ordinary shares subject to possible redemption, December 31, 2021 $ 345,000,000 Plus: Increase in redemption value of Class A ordinary shares subject to redemption 4,816,773 Class A ordinary shares subject to possible redemption, December 31, 2022 349,816,773 Plus: Increase in redemption value of Class A ordinary shares subject to redemption 3,710,256 Class A ordinary shares subject to possible redemption, March 31, 2023 $ 353,527,029 | Note 6. Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 34,502,500 Class A ordinary shares outstanding, of which 34,500,000 shares were subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheets. The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets are reconciled on the following table: Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (10,260,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (18,525,962 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 28,785,962 Class A ordinary shares subject to possible redemption, December 31, 2021 345,000,000 Plus: Increase in redemption value of Class A ordinary shares subject to redemption 4,816,773 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 349,816,773 |
Shareholders_ Deficit
Shareholders’ Deficit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
Shareholders’ Deficit | Note 7. Shareholders’ Deficit Class A Ordinary Shares — Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day immediately following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Units will equal, in the aggregate, on an as -converted -linked -linked Preference Shares no Class A and Class B Units of Opco -for-one -for-one Company’s Class B ordinary shares comprising the Founder Units and Sponsor Units cannot be transferred without transferring a corresponding number of Class A Units or Class B Units of Opco, as applicable, and vice versa. As of March 31, 2023 and December 31, 2022, there were 2,600 Class A Units of Opco issued and outstanding and 7,187,500 Class B Units of Opco issued and outstanding. In June 2021, Opco effected a distribution, resulting in an aggregate of 8,624,900 Class B Units of Opco issued and outstanding. | Note 7. Shareholders’ Deficit Class A Ordinary Shares Class B Ordinary Shares Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day immediately following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked Preference Shares no Class A and Class B Units of Opco -for-one -for-one |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Derivative Warrant Liabilities [Abstract] | ||
Derivative Warrant Liabilities | Note 8. Derivative Warrant Liabilities As of March 31, 2023 and December 31, 2022, the Company had 8,625,000 Public Warrants and 10,900,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five -linked Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • • • • -trading The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Redemption of warrants for Class A ordinary shares: Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for Class A ordinary shares (except as described herein with respect to the Private Placement Warrants): • • • • The “fair market value” of a Class A ordinary share shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its respective permitted transferees, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) of that certain Warrant Agreement, dated June 15, 2021, between Continental Stock Transfer & Trust Company, the Company and Opco (the “Warrant Agreement”), (ii) will terminate as of the close initial Business Combination if any holder, other than the Company (or any of its subsidiaries), of the Class A Units of Opco associated with such Opco Warrant Rights (as defined in the Warrant Agreement) continues to hold any Class A Units of Opco (or of any successor to Opco) immediately after the close of the initial Business Combination, in which case the associated Opco Warrant Rights will not terminate, (iii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iv) shall not be redeemable by the Company for cash pursuant to Section 6.1 of the Warrant Agreement; provided, however, that in the case of (iii), the Private Placement Warrants and any Class A ordinary shares held by the Sponsor or any of its respective permitted transferees and issued upon exercise of the Private Placement Warrants or upon exchange of any Class A Units of Opco issued upon exercise of any warrants of Opco may be transferred by the holders. None In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. | Note 8. Derivative Warrant Liabilities As of December 31, 2022 and 2021, the Company had 8,625,000 Public Warrants and 10,900,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five -linked Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • • • • -trading-day The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day Redemption of warrants for Class A ordinary shares: Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for Class A ordinary shares (except as described herein with respect to the Private Placement Warrants): • • • • The “fair market value” of a Class A ordinary share shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its respective permitted transferees, the Private Placement Warrants (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) of that certain Warrant Agreement, dated June 15, 2021, between Continental Stock Transfer & Trust Company, the Company and Opco (the “Warrant Agreement”), (ii) will terminate as of the close initial Business Combination if any holder, other than the Company (or any of its subsidiaries), of the Class A Units of Opco associated with such Opco Warrant Rights (as defined in the Warrant Agreement) continues to hold any Class A Units of Opco (or of any successor to Opco) immediately after the close of the initial Business Combination, in which case the associated Opco Warrant Rights will not terminate, (iii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iv) shall not be redeemable by the Company for cash pursuant to Section 6.1 of the Warrant Agreement; provided, however, that in the case of (iii), the Private Placement Warrants and any Class A ordinary shares held by the Sponsor or any of its respective permitted transferees and issued upon exercise of the Private Placement Warrants or upon exchange of any Class A Units of Opco issued upon exercise of any warrants of Opco may be transferred by the holders. None of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 9. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, by level within the fair value hierarchy: March 31, 2023 Description Quoted Significant Significant Assets: Investments held in Trust Account – money market fund $ 353,653,029 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 12,506,250 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 16,772,000 December 31, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account – money market fund $ 349,942,773 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 10,781,250 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 14,051,190 Transfers to/from Levels Level 1 assets include investments in money market funds invested in government securities and Level 1 liabilities include Public Warrants. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Public Warrants and the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. While the fair value of the Private Placement Warrants continues to be measured under a Monte Carlo simulation model, subsequent to the Public Warrants being traded on an active market, the fair value of the Public Warrants has since been based on the observable listed prices for such warrants. As of March 31, 2023 and December 31, 2022, the fair value of the Public Warrants was estimated at their listed public trading price. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model with the volatility calculated by back solving in a Monte Carlo simulation are assumptions related to expected stock -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates: March 31, December 31, 2022 Exercise price $ 11.50 $ 11.50 Stock price $ 10.24 $ 10.17 Volatility 15.01 % 10.36 % Term 5.17 5.33 Risk-free rate 3.56 % 3.95 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three months ended March 31, 2023 and 2022, is summarized as follows: Derivative warrant liabilities at December 31, 2022 $ 14,051,190 Change in fair value of derivative warrant liabilities 2,720,810 Derivative warrant liabilities at March 31, 2023 $ 16,772,000 Derivative warrant liabilities at December 31, 2021 $ 17,140,250 Change in fair value of derivative warrant liabilities (10,305,950 ) Derivative warrant liabilities at March 31, 2022 $ 6,834,300 | Note 9. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, by level within the fair value hierarchy: December 31, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account – money market fund $ 349,942,773 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 10,781,250 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 14,051,190 December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account – money market fund $ 345,044,341 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 12,937,500 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 17,140,250 Transfers to/from Levels Level 1 assets include investments in money market funds invested in government securities, and Level 1 liabilities include Public Warrants. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Public Warrants and the Private Placement Warrants were initially measured at fair value using a Monte Carlo simulation model. While the fair value of the Private Placement Warrants continues to be measured under a Monte Carlo simulation model, subsequent to the Public Warrants being traded on an active market, the fair value of the Public Warrants has since been based on the observable listed prices for such warrants. As of December 31, 2021, the fair value of the Public Warrants was estimated at their listed public trading price. For the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021, the Company recognized a income/(loss) in the consolidated statements of operations resulting from a decrease (increase) in the fair value of derivative warrant liabilities of approximately $5.2 million and approximately ($6.7 million) presented as a change in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations. The estimated fair value of the Private Placement Warrants is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model with the volatility calculated by back solving in a Monte Carlo simulation are assumptions related to expected stock -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates: December 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.17 $ 10.00 Volatility 10.36 % 21.82 % Term 5.33 5.46 Risk-free rate 3.95 % 1.30 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the year ended December 31, 2022 and for the period February 2, 2021 (inception) through December 31, 2021, is summarized as follows: Derivative warrant liabilities at February 2, 2021 $ — Issuance of Public and Private Placement Warrants 21,160,000 Loss upon issuance of Private Placement Warrants 2,175,000 Transfer of Public Warrants to Level 1 (11,471,250 ) Change in fair value of derivative warrant liabilities 5,276,500 Derivative warrant liabilities at December 31, 2021 17,140,250 Change in fair value of derivative warrant liabilities (3,089,060 ) Derivative warrant liabilities at December 31, 2022 $ 14,051,190 |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. Additional PIPE Subscriptions On April 23, 2023, RONI and OLCV NET Power, LLC, a Delaware limited liability company that is also a holder of NET Power equity (“OXY”), entered into a subscription agreement (the “OXY PIPE Subscription Agreement”), pursuant to which, among other things, OXY agreed to subscribe for and purchase, and RONI has agreed to issue and sell to OXY 25,000,000 shares of Class A Common Stock for a purchase price of $250.0 million, on the terms and subject to the conditions set forth therein. The OXY Subscription Agreement is substantially similar to the 2022 Subscription Agreements, the form of which was attached as Exhibit 10.3 to the Current Report on Form 8 -K Also on April 23, 2023, four trusts, the beneficiaries of which are members of the Rice family, agreed to subscribe for and purchase, and RONI agreed to issue and sell to them, an aggregate of 2,500,000 shares of Class A Common Stock for an aggregate purchase price of $25.0 million, pursuant to a subscription agreement between each such trust and RONI, on the terms and subject to the conditions set forth therein. These subscription agreements are substantially similar to the 2022 Subscription Agreements. BCA Amendment On April 23, 2023, in connection with the entry into the OXY Subscription Agreements, RONI Buyer and NET Power entered into the BCA Amendment. Pursuant to the BCA Amendment, among other things, the form of the certificate of incorporation of RONI (the “RONI Charter”) to be adopted upon the closing of the transactions contemplated by the Proposed Business Combination Agreement (the “Closing”) and the form of the stockholders agreement (the “Stockholders Agreement”) to be entered into by RONI, RONI Opco, Rice Acquisition Sponsor II LLC, a Delaware limited liability company (“RONI Sponsor”), and certain holders of NET Power equity, including OXY, in connection with the Closing have been replaced with the forms included in Exhibit A and Exhibit B, respectively, of the BCA Amendment. The form of the Stockholders Agreement included in the Original Business Combination Agreement provided that, among other things, the board of directors of the combined company is expected to initially consist of nine directors (which may be increased to comply with independence requirements). The prior form of the Stockholders Agreement further contemplated the granting of certain board designation rights, subject to equity ownership thresholds in the combined company, as follows: (i) OXY would have the right to designate two directors; (ii) RONI Sponsor would have the right to designate one director; (iii) 8 Rivers Capital, LLC (through an entity controlled by it) would have the right to designate one director; and (iv) Constellation Energy Generation, LLC would have the right to designate one independent director. Pursuant to the BCA Amendment, the Stockholders Agreement will, among other things, provide that the board of directors of the combined company is expected to initially consist of ten directors (which may be increased to comply with independence requirements). In addition, the board designation rights set forth in the form of Stockholders Agreement contained in the BCA Amendment provides OXY with the right to designate three, instead of two, directors. The form of RONI Charter contained in the BCA Amendment has been modified to reflect, among other things, OXY’s increased board designation rights. Further, on April 23, 2023, to reflect that the BCA Amendment replaced the form of Stockholders Agreement, RONI, RONI Sponsor, NET Power and certain holders of NET Power equity (collectively, the “Company Unitholders”) entered into the First Amendment to the Support Agreement, pursuant to which, among other things, each Company Unitholder agreed to enter into such modified Stockholders Agreement in connection with the Closing. | Note 10. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10 -K | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | Emerging Growth Company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Principles of Consolidation and Financial Statement Presentation | Principles of Consolidation and Financial Statement Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its majority -owned | Principles of Consolidation and Financial Statement Presentation The consolidated financial statements include the accounts of the Company and its majority -owned |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of March 31, 2023 and December 31, 2022, the Company had not experienced losses on these accounts. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2022 and 2021, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short -term | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the consolidated balance sheets, primarily due to their short -term |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period. The liabilities are subject to re -measurement -current | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period. The liabilities are subject to re -measurement -current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, as of the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. Under ASC 480 -10-S99 -in | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Although the Company did not specify a maximum redemption threshold, its amended and restated memorandum and articles of association provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. Accordingly, as of the Initial Public Offering, 34,500,000 Class A ordinary shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets. Under ASC 480 -10-S99 -in |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 19,525,000 ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Three Months Ended March 31, 2023 For the Three Months Ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (1,855,423 ) $ (463,822 ) $ 13,517,410 $ 3,379,108 Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 34,502,500 8,625,000 Basic and diluted net (loss) income per ordinary share $ (0.05 ) $ (0.05 ) $ 0.39 $ 0.39 | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. This presentation assumes a business combination as the most likely outcome. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 19,525,000 ordinary shares in the calculation of diluted income (loss) per share because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 3,252,145 $ 812,977 $ (7,042,556 ) $ (2,754,733 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 20,412,350 7,984,399 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.35 ) $ (0.35 ) |
Income Taxes | Income Taxes FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards In June 2022, the FASB issued ASU 2022 -03 -linked Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020 -06 - Debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging -Contracts in Entity’s Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity -06 -linked -06 In June 2022, the FASB issued ASU 2022 -03 -linked Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | ||
Schedule of basic and diluted net income (loss) per share | For the Three Months Ended March 31, 2023 For the Three Months Ended March 31, 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (1,855,423 ) $ (463,822 ) $ 13,517,410 $ 3,379,108 Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 34,502,500 8,625,000 Basic and diluted net (loss) income per ordinary share $ (0.05 ) $ (0.05 ) $ 0.39 $ 0.39 | For the Year Ended For the Period from Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ 3,252,145 $ 812,977 $ (7,042,556 ) $ (2,754,733 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 34,502,500 8,625,000 20,412,350 7,984,399 Basic and diluted net income (loss) per ordinary share $ 0.09 $ 0.09 $ (0.35 ) $ (0.35 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Schedule of class A ordinary shares subject to possible redemption | Class A ordinary shares subject to possible redemption, December 31, 2021 $ 345,000,000 Plus: Increase in redemption value of Class A ordinary shares subject to redemption 4,816,773 Class A ordinary shares subject to possible redemption, December 31, 2022 349,816,773 Plus: Increase in redemption value of Class A ordinary shares subject to redemption 3,710,256 Class A ordinary shares subject to possible redemption, March 31, 2023 $ 353,527,029 | Gross proceeds from Initial Public Offering $ 345,000,000 Less: Fair value of Public Warrants at issuance (10,260,000 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (18,525,962 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 28,785,962 Class A ordinary shares subject to possible redemption, December 31, 2021 345,000,000 Plus: Increase in redemption value of Class A ordinary shares subject to redemption 4,816,773 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 349,816,773 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of financial assets and liabilities that are measured at fair value on a recurring basis | Description Quoted Significant Significant Assets: Investments held in Trust Account – money market fund $ 353,653,029 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 12,506,250 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 16,772,000 Description Quoted Significant Significant Assets: Investments held in Trust Account – money market fund $ 349,942,773 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 10,781,250 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 14,051,190 | Description Quoted Significant Significant Assets: Investments held in Trust Account – money market fund $ 349,942,773 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 10,781,250 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 14,051,190 Description Quoted Significant Significant Assets: Investments held in Trust Account – money market fund $ 345,044,341 $ — $ — Liabilities: Derivative warrant liabilities – Public $ 12,937,500 $ — $ — Derivative warrant liabilities – Private Placement $ — $ — $ 17,140,250 |
Schedule of quantitative information regarding Level 3 fair value measurement inputs | March 31, December 31, 2022 Exercise price $ 11.50 $ 11.50 Stock price $ 10.24 $ 10.17 Volatility 15.01 % 10.36 % Term 5.17 5.33 Risk-free rate 3.56 % 3.95 % Dividend yield 0.0 % 0.0 % | December 31, 2022 December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 10.17 $ 10.00 Volatility 10.36 % 21.82 % Term 5.33 5.46 Risk-free rate 3.95 % 1.30 % Dividend yield 0.0 % 0.0 % |
Schedule of change in the fair value of the derivative warrant liabilities | Derivative warrant liabilities at December 31, 2022 $ 14,051,190 Change in fair value of derivative warrant liabilities 2,720,810 Derivative warrant liabilities at March 31, 2023 $ 16,772,000 Derivative warrant liabilities at December 31, 2021 $ 17,140,250 Change in fair value of derivative warrant liabilities (10,305,950 ) Derivative warrant liabilities at March 31, 2022 $ 6,834,300 | Derivative warrant liabilities at February 2, 2021 $ — Issuance of Public and Private Placement Warrants 21,160,000 Loss upon issuance of Private Placement Warrants 2,175,000 Transfer of Public Warrants to Level 1 (11,471,250 ) Change in fair value of derivative warrant liabilities 5,276,500 Derivative warrant liabilities at December 31, 2021 17,140,250 Change in fair value of derivative warrant liabilities (3,089,060 ) Derivative warrant liabilities at December 31, 2022 $ 14,051,190 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 18, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Feb. 10, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Price per public share (in Dollars per share) | $ 10 | $ 10 | |||
Generating gross proceeds | $ 345,000,000 | ||||
Incurring offering costs | 19,100,000 | ||||
Deferred underwriting commissions | 11,700,000 | $ 11,721,500 | |||
Offering costs allocated | $ 593,000 | ||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | |||
Fair market value | 80% | 80% | |||
Common stock ,par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |||
Interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||
Business combination agreement, description | RONI will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, upon which (a) RONI will change its name to “NET Power Inc.” (the “combined company”), (b) each then issued and outstanding Class A ordinary share of a par value $0.0001 each in the capital of RONI will convert automatically, on a one-for-one basis, to a share of Class A common stock, par value $0.0001 per share, of RONI (“Class A Common Stock”), (c) each then issued and outstanding Class B ordinary share of a par value $0.0001 each in the capital of RONI will convert automatically, on a one-for-one basis, to a share of Class B common stock, par value $0.0001 per share, of RONI (“Class B Common Stock”), and (d) each issued and outstanding warrant to purchase one Class A ordinary share in the capital of RONI at a price of $11.50 per share will convert automatically, on a one-for-one basis, into a whole warrant exercisable for one share of Class A Common Stock; | RONI will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, upon which (a) RONI will change its name to “NET Power Inc.” (the “combined company”), (b) each then issued and outstanding Class A ordinary share of a par value $0.0001 each in the capital of RONI will convert automatically, on a one-for-one basis, to a share of Class A common stock, par value $0.0001 per share, of RONI (“Class A Common Stock”), (c) each then issued and outstanding Class B ordinary share of a par value $0.0001 each in the capital of RONI will convert automatically, on a one-for-one basis, to a share of Class B common stock, par value $0.0001 per share, of RONI (“Class B Common Stock”), and (d) each issued and outstanding warrant to purchase one Class A ordinary share in the capital of RONI at a price of $11.50 per share will convert automatically, on a one-for-one basis, into a whole warrant exercisable for one share of Class A Common Stock; | |||
Aggregate share (in Shares) | 137,192,563 | 135,698,078 | |||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |||
Aggregate amount | 200,000,000 | 200,000,000 | $ 26,000 | ||
Operating bank account | 800,000 | 1,600,000 | |||
Working capital | 4,800,000 | 3,100,000 | |||
Cover expenses | 25,000 | 25,000 | |||
Sponsor pursuant | $ 126,000 | $ 126,000 | |||
Over Allotment Option [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Initial public offering units (in Shares) | 34,500,000 | ||||
Price per public share (in Dollars per share) | $ 10 | ||||
IPO [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Price per public share (in Dollars per share) | $ 10 | ||||
Private Placement Warrant [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Warrants (in Shares) | 10,900,000 | 10,900,000 | |||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | |||
Generating proceeds | $ 10,900,000 | $ 10,900,000 | |||
Net proceeds | $ 345,026,000 | $ 345,026,000 | |||
Class A Ordinary Shares [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Initial public offering units (in Shares) | 4,500,000 | ||||
Business Combination [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Business combination acquires voting securities | 50% | 50% |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Federal depository corporation coverage | $ 250,000 | $ 250,000 | |
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |
Aggregate of ordinary shares | 19,525,000 | ||
Private Placement [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Aggregate of ordinary shares | 19,525,000 | ||
Class A Ordinary Shares [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Shares subject to possible redemption | 34,500,000 | 34,500,000 | 34,500,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A [Member] | ||||
Numerator: | ||||
Allocation of net (loss) income | $ (1,855,423) | $ 13,517,410 | $ (7,042,556) | $ 3,252,145 |
Denominator: | ||||
Basic and diluted weighted average ordinary shares outstanding | 34,502,500 | 34,502,500 | 20,412,350 | 34,502,500 |
Basic and diluted net (loss) income per ordinary share | $ (0.05) | $ 0.39 | $ (0.35) | $ 0.09 |
Class B [Member] | ||||
Numerator: | ||||
Allocation of net (loss) income | $ (463,822) | $ 3,379,108 | $ (2,754,733) | $ 812,977 |
Denominator: | ||||
Basic and diluted weighted average ordinary shares outstanding | 8,625,000 | 8,625,000 | 7,984,399 | 8,625,000 |
Basic and diluted net (loss) income per ordinary share | $ (0.05) | $ 0.39 | $ (0.35) | $ 0.09 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) - $ / shares | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) [Line Items] | ||||
Diluted weighted average ordinary shares outstanding | 34,502,500 | 34,502,500 | 20,412,350 | 34,502,500 |
Diluted net income (loss) per ordinary share | $ (0.05) | $ 0.39 | $ (0.35) | $ 0.09 |
Class B [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) [Line Items] | ||||
Diluted weighted average ordinary shares outstanding | 8,625,000 | 8,625,000 | 7,984,399 | 8,625,000 |
Diluted net income (loss) per ordinary share | $ (0.05) | $ 0.39 | $ (0.35) | $ 0.09 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Jun. 18, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | ||||
Additional units purchased | 4,500,000 | 4,500,000 | ||
Purchase price per share (in Dollars per share) | $ 10 | $ 10 | ||
Gross proceeds (in Dollars) | $ 345,000,000 | |||
Offering costs (in Dollars) | $ 19,100,000 | |||
Deferred underwriting commissions (in Dollars) | 11,700,000 | |||
Derivative warrant liabilities (in Dollars) | $ 593,000 | |||
Units sold to affiliates | 34,500,000 | |||
Purchase of units | 1,010,000 | |||
Commissions on affiliated units | 1,010,000 | |||
Ordinary share description | Each Unit consists of one Class A ordinary share, and one-fourth of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share | |||
Initial public offering, description | the Company consummated its Initial Public Offering of 34,500,000 Units, which included the full exercise of the underwriters’ option to purchase an additional 4,500,000 Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.1 million, of which approximately $11.7 million and approximately $593,000 were for deferred underwriting commissions and offering costs allocated to the derivative warrant liabilities, respectively. Of the 34,500,000 Units sold, affiliates of Rice Investment Group had purchased 1,010,000 Units (the “Affiliated Units”) at the Initial Public Offering price. The underwriters did not receive any underwriting discounts or commissions on the 1,010,000 Affiliated Units. | |||
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares issued | 34,500,000 | |||
Purchase price per share (in Dollars per share) | $ 10 | |||
Gross proceeds (in Dollars) | $ 345,000,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Additional units purchased | 4,500,000 | |||
Purchase price per share (in Dollars per share) | $ 10 | |||
Class A Ordinary Shares [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Price per share (in Dollars per share) | $ 11.5 | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Jun. 18, 2021 | Feb. 10, 2021 | Jun. 30, 2021 | Jun. 16, 2021 | Jun. 15, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||||||
Received from sponsor | 7,187,500 | ||||||||
Share purchased | 7,187,600 | ||||||||
Aggregate amount (in Dollars) | $ 26,000 | $ 200,000,000 | $ 200,000,000 | ||||||
Received share amount (in Dollars) | 25,000 | ||||||||
Subscriptions amount (in Dollars) | $ 25,000 | ||||||||
Issued shares | 19,525,000 | ||||||||
Share price (in Dollars per share) | $ 0.35 | $ 0.35 | |||||||
Outstanding shares percentage | 20% | 20% | |||||||
Loan borrowed (in Dollars) | $ 167,000 | ||||||||
Working capital loans (in Dollars) | $ 1,500,000 | $ 1,500,000 | |||||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | |||||||
Office space (in Dollars) | $ 10,000 | ||||||||
Agreement amount (in Dollars) | $ 30,000 | $ 30,000 | |||||||
Sponsor shares, description | The Company refers to the 8,624,900 Class B ordinary shares and corresponding number of Class B Units of Opco (or the Class A Units of Opco into which such Class B Units will convert) collectively as the “Founder Shares”. The Founder Shares consist of Class B Units of Opco (and any Class A Units of Opco into which such Class B Units are converted) and a corresponding number of Class B ordinary shares, which together will be exchangeable for shares of the Company’s Class A ordinary shares after the time of the initial Business Combination on a one-for-one basis, subject to adjustment as provided herein. The Company refers to the 2,500 Class A ordinary shares and the 100 Class A Units of Opco and a corresponding number of shares of the Company’s non-economic Class B ordinary shares (which together will be exchangeable into Class A ordinary shares after the initial Business Combination on a one-for-one basis) collectively as the “Sponsor Shares”. | ||||||||
Total sponsor (in Dollars) | $ 10,000 | ||||||||
Incurred fees (in Dollars) | $ 65,000 | $ 120,000 | |||||||
Founder shares and sponsor shares, description | the Sponsor received 7,187,500 Class B Units of Opco for no consideration and purchased 7,187,600 of the Company’s Class B ordinary shares, par value $0.0001, 2,500 of the Company’s Class A ordinary shares and 100 Class A Units of Opco for aggregate consideration of $26,000. Of the aggregate consideration, Opco received $1,000 for the Class A Units and the Company received $25,000 for the Class A ordinary shares and the Class B ordinary shares. The Company then subscribed for 2,500 Class A Units of Opco for $25,000. | the Sponsor forfeited 90,000 Class B Units of Opco, and 30,000 Class B Units of Opco were issued to each of the Company’s independent director nominees. The Sponsor transferred a corresponding number of shares of the Company’s Class B ordinary shares to the Company’s independent director nominees. In June 2021, the Company effected a dividend, and Opco effected a distribution, resulting in an aggregate of 8,625,000 Class B ordinary shares and 8,624,900 Class B Units of Opco outstanding, of which the Sponsor owned 8,535,000 of the Company’s Class B ordinary shares and 8,534,900 Class B Units of Opco. | |||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Shares forfeited | 1,127,500 | 1,127,500 | 1,127,500 | ||||||
IPO [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Founder shares percentage | 20% | 20% | |||||||
Shares issued | 34,500,000 | ||||||||
Private Placement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Received share units (in Dollars) | $ 345,026,000 | $ 345,026,000 | |||||||
Issued shares | 19,525,000 | ||||||||
Share price (in Dollars per share) | $ 1 | $ 1 | |||||||
Shares issued | 10,900,000 | 10,900,000 | |||||||
Generating proceeds (in Dollars) | $ 10,900,000 | $ 10,900,000 | |||||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | |||||||
Class B Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | |||||
Sponsor owned shares | 8,535,000 | ||||||||
Refers ordinary shares | 8,624,900 | 8,624,900 | |||||||
Class A Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares | 2,500 | 2,500 | 2,500 | 2,500 | |||||
Share price (in Dollars per share) | $ 12 | $ 12 | |||||||
Refers ordinary shares | 2,500 | ||||||||
Class A Ordinary Shares [Member] | Private Placement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Ordinary shares par value (in Dollars per share) | $ 11.5 | $ 11.5 | |||||||
Class A Units [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Share unit | 100 | ||||||||
Received share units (in Dollars) | $ 1,000 | ||||||||
Share subscribed units | 2,500 | ||||||||
Class B Units [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Share unit | 8,534,900 | ||||||||
Sponsor forfeited shares | 90,000 | ||||||||
Issued shares | 30,000 | ||||||||
Share outstanding | 8,624,900 | ||||||||
Opco Class A Units [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Share outstanding | 2,600 | 2,600 | 2,600 | ||||||
Refers ordinary shares | 100 | ||||||||
IPO [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Related party loans (in Dollars) | $ 300,000 | ||||||||
Business Combination [Member] | Class A Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Price per share (in Dollars per share) | $ 12 | $ 12 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||
Additional units purchased | 4,500,000 | 4,500,000 |
Affiliated unit | 1,010,000 | 1,010,000 |
Underwriting discount | $ 0.2 | $ 0.2 |
Additional unit | $ 0.35 | $ 0.35 |
Deferred underwriting commissions | $ 11.7 | $ 11.7 |
IPO [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Aggregate paid amount | $ 6.7 | $ 6.7 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items] | |||
Ordinary vote for share | one | ||
Class A Ordinary Shares [Member] | |||
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items] | |||
Ordinary shares, authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, outstanding | 34,502,500 | 34,502,500 | 34,502,500 |
Shares subject to possible redemption | 34,500,000 | 34,500,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of class A ordinary shares subject to possible redemption - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Class AOrdinary Shares Subject to Possible Redemption [Abstract] | |||
Class A ordinary shares subject to possible redemption | $ 353,527,029 | $ 349,816,773 | $ 345,000,000 |
Plus: | |||
Increase in redemption value of Class A ordinary shares subject to redemption | $ 3,710,256 | $ 4,816,773 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Feb. 10, 2021 |
Shareholders’ Deficit (Details) [Line Items] | |||||
Founder shares aggregate, percentage | 20% | 20% | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preference shares, issued | |||||
Preference shares, outstanding | |||||
Class A Ordinary Shares [Member] | |||||
Shareholders’ Deficit (Details) [Line Items] | |||||
Ordinary shares, authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Ordinary shares issued | 34,502,500 | 34,502,500 | 34,502,500 | ||
Ordinary shares outstanding | 34,502,500 | 34,502,500 | 34,502,500 | ||
Ordinary shares subject to possible redemption, shares issued | 34,500,000 | 34,500,000 | 34,500,000 | ||
Class B Ordinary Shares [Member] | |||||
Shareholders’ Deficit (Details) [Line Items] | |||||
Ordinary shares, authorized | 30,000,000 | 30,000,000 | 30,000,000 | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares issued | 8,625,000 | 8,625,000 | 8,625,000 | ||
Ordinary shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | ||
Opco Class A Units [Member] | |||||
Shareholders’ Deficit (Details) [Line Items] | |||||
Issued and outstanding | 2,600 | 2,600 | 2,600 | ||
Shares outstanding | 2,600 | 2,600 | 2,600 | ||
Class B Units of Opco [Member] | |||||
Shareholders’ Deficit (Details) [Line Items] | |||||
Issued and outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 8,624,900 | |
Shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 8,624,900 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Derivative Warrant Liabilities (Details) [Line Items] | |||
Exercise price per share | $ 11.5 | $ 11.5 | |
Expire year | 5 years | 5 years | |
Percentage of exercise price of warrants adjusted | 115% | 115% | |
Redemption of warrants for cash description | Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption; and• if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | ||
Price per warrant | $ 0.01 | ||
Public Warrants [Member] | |||
Derivative Warrant Liabilities (Details) [Line Items] | |||
Warrants issued (in Shares) | 8,625,000 | 8,625,000 | |
Private Placement Warrants [Member] | |||
Derivative Warrant Liabilities (Details) [Line Items] | |||
Warrants issued (in Shares) | 10,900,000 | 10,900,000 | |
Warrants (in Dollars) | |||
Class A Ordinary Shares [Member] | |||
Derivative Warrant Liabilities (Details) [Line Items] | |||
Issue price per common stock | $ 9.2 | $ 9.2 | |
Ordinary shares equals or exceeds per share | $ 18 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Increase in fair value of derivative warrant liabilities | $ 6.7 | $ 5.2 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) [Member] | |||
Assets: | |||
Investments held in Trust Account - money market fund | $ 353,653,029 | $ 349,942,773 | $ 345,044,341 |
Liabilities: | |||
Derivative warrant liabilities - Public | 12,506,250 | 10,781,250 | 12,937,500 |
Derivative warrant liabilities - Private Placement | |||
Significant Other Observable Inputs (Level 2) [Member] | |||
Assets: | |||
Investments held in Trust Account - money market fund | |||
Liabilities: | |||
Derivative warrant liabilities - Public | |||
Derivative warrant liabilities - Private Placement | |||
Significant Other Unobservable Inputs (Level 3) [Member] | |||
Assets: | |||
Investments held in Trust Account - money market fund | |||
Liabilities: | |||
Derivative warrant liabilities - Public | |||
Derivative warrant liabilities - Private Placement | $ 16,772,000 | $ 14,051,190 | $ 17,140,250 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurement inputs - $ / shares | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of Quantitative Information Regarding Level3 Fair Value Measurements Inputs [Abstract] | |||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 |
Stock price (in Dollars per share) | $ 10.24 | $ 10.17 | |
Volatility | 15.01% | 21.82% | 10.36% |
Term | 5 years 2 months 1 day | 5 years 5 months 15 days | 5 years 3 months 29 days |
Risk-free rate | 3.56% | 1.30% | 3.95% |
Dividend yield | 0% | 0% | 0% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of Change in the Fair Value of the Derivative Warrant Liabilities [Abstract] | ||||
Derivative warrant liabilities, beginning | $ 14,051,190 | $ 17,140,250 | $ 17,140,250 | |
Change in fair value of derivative warrant liabilities | 2,720,810 | (10,305,950) | 5,276,500 | (3,089,060) |
Derivative warrant liabilities, ending | $ 16,772,000 | $ 6,834,300 | $ 17,140,250 | $ 14,051,190 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ in Millions | Apr. 23, 2023 USD ($) shares |
Subsequent Events (Details) [Line Items] | |
Purchase of shares | shares | 25,000,000 |
Purchase price | $ | $ 250 |
Purchase agreement | Power agreed to issue, 31,328 NET Power units to OXY for a purchase price of $10.0 million, which will ultimately convert into 1,000,000 Class A Units of RONI Opco and an equivalent number of shares of Class B common stock, par value $0.0001 per share, of RONI upon consummation of the transactions contemplated by the Business Combination Agreement. |
Aggregate share | shares | 2,500,000 |
Aggregate purchase price | $ | $ 25 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ (1,855,423) | $ 13,517,410 | $ (7,042,556) | $ 3,252,145 |
Denominator: | ||||
Basic and diluted weighted average ordinary shares outstanding | 20,412,350 | 34,502,500 | ||
Basic and diluted net income (loss) per ordinary share | $ (0.05) | $ 0.39 | $ (0.35) | $ 0.09 |
Class B [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ (463,822) | $ 3,379,108 | $ (2,754,733) | $ 812,977 |
Denominator: | ||||
Basic and diluted weighted average ordinary shares outstanding | 7,984,399 | 8,625,000 | ||
Basic and diluted net income (loss) per ordinary share | $ (0.05) | $ 0.39 | $ (0.35) | $ 0.09 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) - $ / shares | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) [Line Items] | ||||
Basic and diluted weighted average ordinary shares outstanding | 34,502,500 | 34,502,500 | 20,412,350 | 34,502,500 |
Basic and diluted net income (loss) per ordinary share | $ (0.05) | $ 0.39 | $ (0.35) | $ 0.09 |
Class B [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per share (Parentheticals) [Line Items] | ||||
Basic and diluted weighted average ordinary shares outstanding | 8,625,000 | 8,625,000 | 7,984,399 | 8,625,000 |
Basic and diluted net income (loss) per ordinary share | $ (0.05) | $ 0.39 | $ (0.35) | $ 0.09 |
Class A Ordinary Shares Subje_5
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of class A ordinary shares subject to possible redemption - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of Class AOrdinary Shares Subject to Possible Redemption [Abstract] | |||
Gross proceeds from Initial Public Offering | $ 345,000,000 | ||
Less: | |||
Fair value of Public Warrants at issuance | (10,260,000) | ||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (18,525,962) | ||
Plus: | |||
Accretion on Class A ordinary shares subject to possible redemption amount | 28,785,962 | ||
Increase in redemption value of Class A ordinary shares subject to redemption | $ 3,710,256 | $ 4,816,773 | |
Class A ordinary shares subject to possible redemption | $ 345,000,000 | $ 349,816,773 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of financial assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Quoted Prices in Active Markets (Level 1) [Member] | |||
Assets: | |||
Investments held in Trust Account - money market fund | $ 353,653,029 | $ 349,942,773 | $ 345,044,341 |
Liabilities: | |||
Derivative warrant liabilities - Public | 12,506,250 | 10,781,250 | 12,937,500 |
Derivative warrant liabilities - Private Placement | |||
Significant Other Observable Inputs (Level 2) [Member] | |||
Assets: | |||
Investments held in Trust Account - money market fund | |||
Liabilities: | |||
Derivative warrant liabilities - Public | |||
Derivative warrant liabilities - Private Placement | |||
Significant Other Unobservable Inputs (Level 3) [Member] | |||
Assets: | |||
Investments held in Trust Account - money market fund | |||
Liabilities: | |||
Derivative warrant liabilities - Public | |||
Derivative warrant liabilities - Private Placement | $ 16,772,000 | $ 14,051,190 | $ 17,140,250 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements inputs - $ / shares | 3 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of Quantitative Information Regarding Level3 Fair Value Measurements Inputs [Abstract] | |||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 |
Stock price (in Dollars per share) | $ 10 | $ 10.17 | |
Volatility | 15.01% | 21.82% | 10.36% |
Term | 5 years 2 months 1 day | 5 years 5 months 15 days | 5 years 3 months 29 days |
Risk-free rate | 3.56% | 1.30% | 3.95% |
Dividend yield | 0% | 0% | 0% |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities - USD ($) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule of Change in the Fair Value of the Derivative Warrant Liabilities [Abstract] | ||||
Derivative warrant liabilities, beginning | $ 14,051,190 | $ 17,140,250 | $ 17,140,250 | |
Issuance of Public and Private Placement Warrants | 21,160,000 | |||
Loss upon issuance of Private Placement Warrants | 2,175,000 | |||
Transfer of Public Warrants to Level 1 | (11,471,250) | |||
Change in fair value of derivative warrant liabilities | 2,720,810 | (10,305,950) | 5,276,500 | (3,089,060) |
Derivative warrant liabilities, ending | $ 16,772,000 | $ 6,834,300 | $ 17,140,250 | $ 14,051,190 |