Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | KHOSLA VENTURES ACQUISITION CO. III | ||
Entity Central Index Key | 0001846068 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Trading Symbol | KVSC | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Interactive Data Current | Yes | ||
Entity Address, State or Province | CA | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-40247 | ||
Entity Tax Identification Number | 85-1777015 | ||
Entity Address, Address Line One | 2128 Sand Hill Road | ||
Entity Address, City or Town | Menlo Park | ||
Entity Address, Postal Zip Code | 94025 | ||
City Area Code | 650 | ||
Local Phone Number | 376-8500 | ||
Document Annual Report | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 548,093,060 | ||
Auditor Name | McLean | ||
Auditor Firm ID | 243 | ||
Auditor Location | Virginia | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 57,756,827 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,000,000 | ||
Common Class K [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,000,000 |
Statements of Balance Sheets
Statements of Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash | $ 0 | $ 239,105 |
Prepaid expenses | 189,532 | 843,640 |
Total current assets | 189,532 | 1,082,745 |
Marketable securities held in Trust Account | 571,586,937 | 563,330,122 |
Other non-current assets | 0 | 189,529 |
Total Assets | 571,776,469 | 564,602,396 |
Current liabilities: | ||
Accounts payable | 55,909 | 39,897 |
Due to related party | 1,155,999 | 5,300 |
Income tax payable | 982,142 | 0 |
Franchise tax payable | 200,000 | 200,000 |
Accrued expenses | 274,938 | 9,141 |
Total current liabilities | 2,668,988 | 254,338 |
Deferred underwriting fees payable | 9,857,789 | 19,715,578 |
Class K Founder Shares derivative liabilities | 0 | 6,250,000 |
Total liabilities | 12,526,777 | 26,219,916 |
Commitments and Contingencies | ||
Stockholders' deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (12,337,888) | (24,948,285) |
Total stockholders' deficit | (12,337,245) | (24,947,642) |
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders' Deficit | 571,776,469 | 564,602,396 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, $0.0001 par value; 56,330,222 shares at $10.15 and 10.00 per share at December 31, 2022 and 2021, respectively | 571,586,937 | 563,330,122 |
Stockholders' deficit | ||
Common Stock, Value | 143 | 143 |
Common Class B [Member] | ||
Stockholders' deficit | ||
Common Stock, Value | $ 500 | $ 500 |
Statements of Balance Sheets (P
Statements of Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock subject to possible redemption | 56,330,222 | 56,330,222 |
Temporary Equity, Redemption Price Per Share | $ 10.15 | $ 10 |
Preferred Stock Par Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock Shares Issued | 0 | 0 |
Preferred Stock Shares Outstanding | 0 | 0 |
Temporary Equity Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Class A [Member] | ||
Common stock subject to possible redemption | 56,330,222 | 56,330,222 |
Common Stock Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock Shares Issued | 1,426,605 | 1,426,605 |
Common Stock Shares Outstanding | 1,426,605 | 1,426,605 |
Common Class B [Member] | ||
Common Stock Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock Shares Issued | 5,000,000 | 5,000,000 |
Common Stock Shares Outstanding | 5,000,000 | 5,000,000 |
Statements of Operations
Statements of Operations - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation costs | $ 25,000 | $ 0 |
General and administrative expenses | 1,058,381 | 1,617,542 |
Franchise tax expenses | 200,000 | 184,708 |
Loss from operations | (1,283,381) | (1,802,250) |
Financing expenses on derivative classified instrument | (47,887,500) | 0 |
Change in fair value of derivative liabilities | 41,650,000 | 6,250,000 |
Gain on marketable securities (net), dividends and interest, held in Trust Account | 27,896 | 8,256,815 |
Income (loss) before income tax expense | (7,492,985) | 12,704,565 |
Income tax expenses | 0 | 1,695,142 |
Net income (loss) | $ (7,492,985) | $ 11,009,423 |
Common Class A [Member] | ||
Weighted average number of shares outstanding, basic | 1,187,665 | 1,426,605 |
Weighted Average Number of Shares Outstanding, Diluted | 1,187,665 | 1,426,605 |
Basic net income (loss) per share | $ (0.19) | $ 0.04 |
Diluted net income (loss) per share | $ (0.19) | $ 0.04 |
Common Class A [Member] | Non Redeemable Common Stock [Member] | ||
Weighted average number of shares outstanding, basic | 1,187,665 | 1,426,605 |
Weighted Average Number of Shares Outstanding, Diluted | 1,187,665 | 1,426,605 |
Basic net income (loss) per share | $ 0.19 | $ 0.04 |
Diluted net income (loss) per share | $ 0.19 | $ 0.04 |
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||
Weighted average number of shares outstanding, basic | 46,875,790 | 56,330,222 |
Weighted Average Number of Shares Outstanding, Diluted | 46,875,790 | 56,330,222 |
Basic net income (loss) per share | $ 0.14 | $ 0.19 |
Diluted net income (loss) per share | $ 0.14 | $ 0.19 |
Common Class B [Member] | ||
Weighted average number of shares outstanding, basic | 4,955,490 | 5,000,000 |
Weighted Average Number of Shares Outstanding, Diluted | 4,955,490 | 5,000,000 |
Basic net income (loss) per share | $ (0.16) | $ 0.04 |
Diluted net income (loss) per share | $ (0.16) | $ 0.04 |
Common Class B [Member] | Non Redeemable Common Stock [Member] | ||
Weighted average number of shares outstanding, basic | 4,955,490 | 5,000,000 |
Weighted Average Number of Shares Outstanding, Diluted | 4,955,490 | 5,000,000 |
Basic net income (loss) per share | $ 0.16 | $ 0.04 |
Diluted net income (loss) per share | $ 0.16 | $ 0.04 |
Statements of Changes In Common
Statements of Changes In Common Stock Subject To Possible Redemption And Stockholder's Deficit - USD ($) | Total | Private Placement | Class A Common Stock | Class A Common Stock Private Placement | Common Stock Subject To Possible Redemption Class A Common Stock | Common Stock Class A Common Stock | Common Stock Class A Common Stock Private Placement | Common Stock Class B Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Private Placement | Accumulated Deficit |
Beginning balance at Jan. 28, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Beginning Balance (in shares) at Jan. 28, 2021 | 0 | 0 | |||||||||
Issuance of common stock to Sponsor | 12,500 | $ 500 | 12,000 | ||||||||
Issuance of common stock to Sponsor, shares | 5,000,000 | ||||||||||
Sale of Public Shares, net of $31,705,310 issuance costs | 0 | $ 531,596,915 | |||||||||
Sale of Public Shares, net of $31,705,310 issuance costs , shares | 56,330,222 | ||||||||||
Sale of private placement | $ 14,266,050 | $ 143 | $ 14,265,907 | ||||||||
Sale of private placement shares, shares | 1,426,605 | ||||||||||
Accretion of Class A Common Stock to redemption value | (31,733,207) | $ 31,733,207 | (14,277,907) | (17,455,300) | |||||||
Net income (loss) | (7,492,985) | (6,463,402) | $ (221,462) | $ (808,121) | (7,492,985) | ||||||
Ending balance at Dec. 31, 2021 | (24,947,642) | $ 563,330,122 | $ 143 | $ 500 | 0 | (24,948,285) | |||||
Ending Balance (in shares) at Dec. 31, 2021 | 56,330,222 | 1,426,605 | 5,000,000 | ||||||||
Sale of private placement shares, shares | 56,330,222 | 1,300,000 | |||||||||
Deferred underwriting fees waiver | 9,857,789 | 9,857,789 | |||||||||
Accretion of Class A Common Stock to redemption value | (8,256,815) | $ 8,256,815 | 0 | (8,256,815) | |||||||
Net income (loss) | 11,009,423 | 10,727,543 | $ 62,573 | $ 219,307 | 11,009,423 | ||||||
Ending balance at Dec. 31, 2022 | $ (12,337,245) | $ 571,586,937 | $ 143 | $ 500 | $ 0 | $ (12,337,888) | |||||
Ending Balance (in shares) at Dec. 31, 2022 | 56,330,222 | 1,426,605 | 5,000,000 |
Statements of Changes In Comm_2
Statements of Changes In Common Stock Subject To Possible Redemption And Stockholder's Deficit (Parenthetical) | 11 Months Ended |
Dec. 31, 2021 USD ($) | |
Public Shares | |
Stock issuance costs | $ 31,705,310 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (7,492,985) | $ 11,009,423 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Finance expense on derivative classified instrument | 47,887,500 | 0 |
Dividends and interest, held in Trust Account | (27,896) | 0 |
Change in fair value of derivative liabilities | (41,650,000) | (6,250,000) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other non-current assets | (1,033,171) | 843,637 |
Accounts payable and accrued expenses (including franchise tax payable and income tax payable) | 249,040 | 1,263,951 |
Net cash provided by (used in )operating activities | (2,067,512) | 6,867,011 |
Cash Flows from Investing Activities | ||
Investment in marketable securities held in Trust Account | (563,302,226) | (8,256,815) |
Net cash used in Investing activities: | (563,302,226) | (8,256,815) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of Class B and Class K common stock to Sponsor | 25,000 | 0 |
Advances from related party | 5,300 | 1,150,699 |
Proceeds from sale of Public Shares, net of transaction costs | 551,312,493 | 0 |
Proceeds from sale of Private Placement Shares | 14,266,050 | 0 |
Net cash provided by financing activities | 565,608,843 | 1,150,699 |
Net increase (decrease) in cash | 239,105 | (239,105) |
Cash - beginning of period | 0 | 239,105 |
Cash - end of period | 239,105 | 0 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes, net of refunds | 0 | 713,000 |
Supplemental disclosure of noncash investing and financing activities: | ||
Accretion of Class A common stock to redemption value | 31,733,207 | 8,256,815 |
Deferred underwriting fees payable | 19,715,578 | 0 |
Waiver of deferred underwriting fees payable | $ 0 | $ 9,857,789 |
Description of Organization, Bu
Description of Organization, Business Operations, Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations, Going Concern | Note 1—Description of Organization, Business Operations and Going Concern Khosla Ventures Acquisition Co. III (the “Company”) is a blank check company incorporated in Delaware on January 29, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity through December 31, 2022 relates to the Company’s formation and its initial public offering (the “IPO”) and the Company’s search for a target to consummate a Business Combination, which are all non-operating On March 26, 2021, the Company consummated its IPO of 50,000,000 shares of Class A common stock of the Company, par value $0.0001 per share (each, a “Public Share”), excluding additional Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. The Public Shares were sold at a price of $10.00 per Public Share, generating gross proceeds to the Company of $500,000,000. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its IPO. The underwriters exercised their option to purchase an additional 6,330,222 Public Shares from the Company at a price of $10.00 per share less the underwriting fees. In total, the Company sold 56,330,222 Public Shares in connection with its IPO. The Underwriters designate March 30, 2021 as the settlement date for such additional Public Shares pursuant to the Underwriting Agreement. Simultaneously with the closing of the IPO, we consummated the private placement (the “Private Placement”) of 1,300,000 private placement shares (each, a “Private Placement Share”) at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of $13,000,000. In connection with the underwriters’ partial exercise of their over-allotment option, we also consummated the sale of an additional 126,605 Private Placement Shares at $10.00 per Private Placement Share, generating additional proceeds of $1,266,050. Total gross proceeds from the sale of Private Placement Shares was $14,266,050. Following the closing of the IPO on March 26, 2021 and the partial exercise of the underwriters’ overallotment option on March 30, 2021, an amount of $563,302,226 ($10.00 per Public Share) of the proceeds from the IPO, including $19,715,578 of deferred underwriting fees payable was placed in a U.S.-based Trust Account at Goldman Sachs, maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee (the “Trust Account”). Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the Trust Account, the proceeds from the IPO and the Private Placements held in the Trust Account will not be released until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within 27 months from the closing of the IPO or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Shares, 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 (excluding the amount of deferred underwriting fees payable held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the IPO, management has agreed that an amount equal to at least $10.00 per Public Share sold in the IPO, including the proceeds from the sale of the Private Placement shares and the sale of forward purchase shares, will be held in the Trust Account, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide the holders (the “Public Stockholders”) of the Company’s issued and outstanding Class A common stock, par value $0.0001 per share, sold in the IPO (the “Public Shares”) 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 stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The initial stockholders have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial The may enter non-binding by March 26, 2023 will be does not enter into a letter of intent, agreement in principle or definitive agreement for an initial business combination by March 26, 2023 (24 months from the closing of our IPO) (the “Initial Combination Period”), or if the Company does so enter into a letter of intent, agreement in principle or definitive agreement by March 26, 2023 and the potential business combination June 26, 2023 (27 our IPO) (the “Extended Combination Period” and, together with the Initial Combination Period , per-share The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting fees payable held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Going Concern and Liquidity As of December 31, 2022, the Company had $0 in its operating bank account, $571,586,937 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital deficit of $2,479,456. As of December 31, 2022, $8,256,815 of the amount on deposit in the Trust Account represented by gain on marketable securities (net), dividends and interest, held in Trust Account. In addition, the Working Capital Loan and advances from related parties are available to the Company to fund operations through the earlier of mandatory liquidation or the consummation of an initial business combination. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or im pos Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalent s Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statements of operations. The fair value for trading securities is determined using quoted market prices in active markets. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Accordingly, as of December 31, 2022 and 2021, 56,330,222 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480-10-S99. additional paid-in additional paid-in 29 paid-in Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage. As of December 31, 2022 and 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. Fair Value Measurements The fair value of the Company’s financial assets and liabilities, except for the Class K Founders Shares derivative liabilities approximate the carrying amounts represented in the balance sheets. The fair value hierarchy is categorized into three levels based on the inputs as follows: • Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, 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 Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the IPO and were charged to temporary equity upon completion of the IPO. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture. Class K Founder Shares will convert into Class A common stock after the initial Business Combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial Business Combination, including three equal triggering events based on the Company’s stock trading at $20.00, $25.00 and $30.00 per share following the first anniversary of the closing of the initial Business Combination and also upon specified strategic transactions. The Company has not considered the effect of the Class K Founder Shares in the calculation of diluted income (loss) per share since the conversion of Class K Founder Shares into Class A common stock is contingent upon the occurrence of future events. Class B Founder Shares and Private Placement Shares are included in the calculation of non-redeemable The Company’s statements of operations includes a presentation of income (loss) per share for shares of common stock subject to possible redemption in a manner similar to the two-class 480-10-S99-3A, A reconciliation of net income (loss) per common stock is as follows: For The Year Ended December 31, For The Period From Net income (loss) $ 11,009,423 $ (7,492,985 ) Accretion of temporary equity in excess of fair value (8,256,815 ) (2,281,111 ) Net income (loss) including accretion of temporary equity in excess of fair value $ 2,752,608 $ (9,774,096 ) For The Year Ended December 31, 2022 Class A-t Class A-p Class B Basic and diluted net income per share Numerator Allocation of net income including accretion of temporary equity in excess $ 2,470,728 $ 62,573 $ 219,307 Deemed dividend for accretion of temporary equity in excess of fair value 8,256,815 — — Allocation of net income and deemed dividend $ 10,727,543 $ 62,573 $ 219,307 Denominator Weighted average shares outstanding, basic and diluted 56,330,222 1,426,605 5,000,000 Basic and diluted net income per share $ 0.19 $ 0.04 $ 0.04 For The Period From January 29, 2021 (Inception) Through December 31, 2021 Class A-t Class A-p Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (8,744,513 ) $ (221,462 ) $ (808,121 ) Deemed dividend for accretion of temporary equity in excess of fair value 2,281,111 — — Allocation of net loss and deemed dividend $ (6,463,402 ) $ (221,462 ) $ (808,121 ) Denominator Weighted average shares outstanding, basic and diluted 46,875,790 1,187,665 4,955,490 Basic and diluted net loss per share $ (0.14 ) $ (0.19 ) $ (0.16 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering Pursuant to the IPO, the Company sold 50,000,000 Public Shares at a purchase price of $10.00 per Public Shares, excluding Public Shares sold pursuant to the partial exercise of the underwriters’ option to purchase additional Public Shares to cover over-allotments. The underwriters exercised their option to purchase an additional 6,330,222 shares of Class A common stock from the Company at a price of $10.00 per share less the deferred underwriting fees. In total, the Company sold 56,330,222 shares of Class A common stock in connection with its IPO. Accordingly, between the close date of the IPO and March 31, 2021, an additional $563,302,226 was placed in the Trust Account, comprised of proceeds from the sale of additional Class A common stock pursuant to the exercise of the underwriters’ over- allotment option, which settled on March 30, 2021. Simultaneously with the closing of the IPO, we consummated the Private Placement of 1,300,000 Private Placement Shares at a price of $10.00 per Private Placement Share to the Sponsor, generating proceeds of $13,000,000. In connection with the underwriters’ partial exercise of their over-allotment option, we also consummated the sale of an additional 126,605 Private Placement Shares at $10.00 per Private Placement Share, generating additional proceeds of $1,266,050. Total gross proceeds from the sale of Private Placement Shares was $14,266,050. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Promissory Note – Related Party On February 8, 2021, the Company issued an unsecured promissory note to the Sponsor pursuant to which the Company could borrow up to $300,000 in the aggregate. The note was non-interest bearing Due to Related Party An affiliate of the Sponsor paid certain operating costs on behalf of the Company. These advances are due on demand and non-interest Founder Shares On January 29, 2021, the Sponsor acquired 10,000,000 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,000,000 Class B Founder Shares (also known as “Class B common stock”) and 5,000,000 Class K Founder Shares (also known as “Class K common stock”). Prior to the initial investment in the company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. On March 10, 2021, the Sponsor entered into a security assignment agreement with three of the Company’s independent directors and assigned 120,000 shares of Class B common stock at an aggregate price of $300. Class B Founder Shares The Class B Founder Shares will automatically convert into Class A common stock on the first business day following the completion of our initial Business Combination, at a ratio such that the number of Class A common stock issuable upon conversion of all Class B Founder Shares will equal, in the aggregate on an as-converted Class K Founder Shares The Class K Founder Shares will convert into shares of Class A common stock after the initial Business Combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial Business Combination, including three equal triggering events based on our stock trading at $20.00, $25.00 and $30.00 per share following the first anniversary of the closing of our initial Business Combination and also upon specified strategic transactions, in each case, as described in this prospectus. The Class K Founder Shares will be convertible into shares of Class A common stock at a ratio such that the number of shares of Class A common stock issuable upon conversion of all founder shares (including both Class B Founder Shares and Class K Founder Shares) will equal, in the aggregate on an as-converted The Company accounts for the Class K Founder Shares as equity linked instruments. Certain adjustments to the settlement amount of the Class K Founder Shares are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option Topic 815-40. The Working Capital Loans 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 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. 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. Private Placement Shares Simultaneously with the closing of the IPO, the Sponsor has purchased 1,300,000 Class A common stock at a price of $10.00 per stock in a private placement for an aggregate purchase price of $13,000,000. In connection with the underwriters’ partial exercise of their over- allotment option that closed on March 30, 2021, the Company also consummated the sale of an additional 126,605 Private Placement Shares at $10.00 per Private Placement Share, generating total proceeds of $1,266,050. The total proceeds from the sale of Private Placement Shares were $14,266,050. The Private Placement Shares are identical to the shares of Class A common stock sold in this offering, subject to certain limited exceptions. The Private Placement Shares holders do not have the option to redeem their Class A shares and as a result, the proceeds received in connection with the IPO are excluded from temporary equity. The par value of these shares and related additional paid in capital are classified as permanent equity in the Company’s financial statements. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Forward Purchase Agreement The Company has entered into a forward-purchase agreement pursuant to which the Sponsor agreed to purchase an aggregate of up to 1,000,000 shares of our Class A common stock (the “forward-purchase shares”) for $10.00 per share, or an aggregate maximum amount of $10,000,000, in a private placement that would close simultaneously with the closing of the initial Business Combination. The proceeds from the sale of these forward- purchase shares, together with the amounts available to the Company from the Trust Account (after giving effect to any redemptions of public shares) and any other equity or debt financing obtained by the Company in connection with the Business Combination, will be used to satisfy the cash requirements of the Business Combination, including funding the purchase price and paying expenses and retaining specified amounts to be used by the post-business combination company for working capital or other purposes. To the extent that the amounts available from the Trust Account and other financing are sufficient for such cash requirements, the Khosla Entities may purchase less than 1,000,000 forward-purchase shares. The forward- purchase shares would be identical to the public shares being sold in this offering, except the forward-purchase shares would be subject to transfer restrictions and certain registration rights, as described herein. The Company performed an assessment in accordance with ASC Topic 480 and ASC Topic 815 to determine whether the forward-purchase shares constitute a liability and a derivative such that it will be fair valued separately from the Company’s common stock. The Company concludes that the forward-purchase shares should be equity-classified and its embedded features should not be bifurcated. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 5—Commitments & Contingencies Registration Rights The holders of the Founder Shares and Private Placement Shares are entitled to registration rights pursuant to the registration agreement signed prior to the consummation of the IPO. The holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statements to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters an option to cover over-allotments and for market stabilization purposes. The over-allotment option entitled the underwriters to purchase on a pro rata basis up to 7,500,000 additional Public Shares at the IPO price, less the deferred underwriting fees. On March 26, 2021, the Company’s underwriters exercised in part their option to purchase additional Public Shares in connection with its IPO. The underwriters exercised their option to purchase an additional 6,330,222 Public Shares from the Company at a price of $10.00 per share less the deferred underwriting fees. The exercise of the overallotment option settled on March 30, 2021. The underwriters are entitled to a deferred underwriters fee of $19,715,578. The deferred underwriters fee will be forfeited by the underwriters solely in the event that the Company fails to complete a Business Combination, subject to the terms of the underwriting agreement. On September 21, 2022, the Company received an executed deferred underwriting fees waiver letter from Goldman Sachs & Co. LLC, informing the Company of their decision to waive any entitlement they may have to their deferred underwriting fees payable held in the Trust Account in respect of any Business Combination. The waiver does not cover deferred underwriting fees payable to Citigroup Global Markets Inc. (representing 50% of the total deferred underwriting fees payable). The waiver is recorded in the Company’s statements of changes in common stock subject to possible redemption and stockholder’s deficit against accumulated deficit. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 6—Stockholders’ Deficit Preferred stock — The Company is authorized to issue 1,000,000 preferred stock, par value $0.0001 per share. As of December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding. Class A common stock — The Company is authorized to issue 200,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2022 and 2021, there were 1,426,605 shares of Class A common stock issued and outstanding, excluding 56,330,222 shares of Class A common stock subject to possible redemption. Class B common stock — The Company is authorized to issue 30,000,000 Class B common stock with a par value of $0.0001 per share. As of December 31, 2022 and 2021, 5,000,000 Class B common stock were issued and outstanding. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022, including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 571,586,937 $ — $ — $ 571,586,937 Liabilities: Class K Founder Shares derivative liabilities — — — — The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 563,330,122 $ — $ — $ 563,330,122 Liabilities: Class K Founder Shares derivative liabilities — — 6,250,000 6,250,000 Class K Founder Shares Derivative Liabilities Class K Founder Shares is accounted for as a liability in accordance with ASC Topic 815 and presented as derivative liabilities on the accompanying December 31, 2022 and 2021 balance sheets. The derivative liabilities were measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative liabilities in the statements of operations. In order to capture the market conditions associated with the Class K Founder Shares derivative liabilities, the Company applied an approach that incorporated a Monte Carlo simulation, which involved random iterations of future stock-price paths over the contractual life of the Class K Founder Shares. Based on assumptions regarding potential changes in control of the Company, and the probability distribution of outcomes, the payoff to the holder was determined based on the achievement of the various market thresholds within each simulated path. The present value of the payoff in each simulated trial is calculated, and the fair value of the liability is determined by taking the average of all present values. The key inputs into the Monte-Carlo simulation for the Class K Founder Shares derivative liabilities were as follows as of December 31, 2022: Input December 31, Risk free rate 3.90 % Term to business combination 0.6 years Expected volatility de minimis Stock price $ 9.96 Dividend yield 0.00 % The key inputs into the Monte-Carlo simulation model for the Class K Founder Shares derivative liabilities were as follows on the date of issuance and as of December 31, 2021: Input December 31, 2021 Risk-free interest rate 1.54 % Term to business combination 0.5 years Expected volatility 11.00 % Stock price $ 9.76 Dividend yield 0.00 % The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, me assured on a recurring basis, as of December 31, 2022: Class K Founder Shares Total Fair value at January 1, 2022 $ 6,250,000 $ 6,250,000 Change fair value (6,250,000 ) (6,250,000 ) Fair value as of December 31, 2022 $ — $ — There were no transfers to and from Levels 1, 2, and 3 for the year ended December 31, 2022. The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, measured on a recurring basis, as of December 31, 2021: Class K Founder Shares Total Fair value at March 26, 2021 $ 47,900,000 $ 47,900,000 Change fair value (41,650,000 ) (41,650,000 ) Fair value as of December 31, 2021 $ 6,250,000 $ 6,250,000 There were no transfers to and from Levels 1, 2, and 3 for the period from January 29, 2021 (inception) through December 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8—Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company’s formation costs are generally considered start-up The income tax provision (benefit) for the year ended December 31, 2022 consists of the following: Current Federal $ 1,695,142 State — Deferred Federal (339,684 ) State — Valuation allowance 339,684 Income tax provision $ 1,695,142 The income tax provision (benefit) for the period from January 29, 2021 (inception) to December 31, 2021 consists of the following: Current Federal $ — State — Deferred Federal (263,652 ) State — Valuation allowance 263,652 Income tax provision $ — The Company’s net deferred tax assets as of December 31, 2022 are as follows: Deferred tax assets Organization c $ 567,194 Net operating loss carryforward — Total deferred tax assets 567,194 Valuation allowance (567,194 ) Deferred tax assets, net of allowance $ — The Company’s net deferred tax assets as of December 31, 2021 are as follows: Deferred tax assets Organization c $ 227,510 Net operating loss carryforward 36,142 Total deferred tax assets 263,652 Valuation allowance (263,652 ) Deferred tax assets, net of allowance $ — As of December 31, 2022 and 2021, the Company had no and $172,104 of U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating losses can be carried forward indefinitely. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of deferred tax assets and therefore established a full valuation allowance. For the year ended December 31, 2022 and for the period from January 29, 2021 (inception) to December 31, 2021, the change of valuation allowance was $339,684 and , respectively. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate for year Statutory federal income tax rate 21.00 % Change in fair value of derivative liabilities (10.33 )% Non-deductible 0 % Change in valuation allowance 2.67 % Effective Tax Rate 13.34 % A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate for the period from January 29, 2021 (inception) to December 31, 2021 is as follows: Statutory federal income tax rate 21.00 % Change in fair value of derivative liabilities 116.73 % Non-deductible (134.21 )% Change in valuation allowance (3.52 )% Effective Tax Rate 0.00 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 nor as of 2021. nor as of 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or im pos |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalent s |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company’s portfolio of investments held in the Trust Account are comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statements of operations. The fair value for trading securities is determined using quoted market prices in active markets. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock feature contains certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption are classified as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. Accordingly, as of December 31, 2022 and 2021, 56,330,222 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC Topic 480-10-S99. additional paid-in additional paid-in 29 paid-in |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage. As of December 31, 2022 and 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. |
Fair Value Measurements | Fair Value Measurements The fair value of the Company’s financial assets and liabilities, except for the Class K Founders Shares derivative liabilities approximate the carrying amounts represented in the balance sheets. The fair value hierarchy is categorized into three levels based on the inputs as follows: • Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. • Level 2: Observable inputs other than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. • Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the IPO and were charged to temporary equity upon completion of the IPO. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding common stock shares subject to forfeiture. Class K Founder Shares will convert into Class A common stock after the initial Business Combination only to the extent certain triggering events occur prior to the 10th anniversary of the initial Business Combination, including three equal triggering events based on the Company’s stock trading at $20.00, $25.00 and $30.00 per share following the first anniversary of the closing of the initial Business Combination and also upon specified strategic transactions. The Company has not considered the effect of the Class K Founder Shares in the calculation of diluted income (loss) per share since the conversion of Class K Founder Shares into Class A common stock is contingent upon the occurrence of future events. Class B Founder Shares and Private Placement Shares are included in the calculation of non-redeemable The Company’s statements of operations includes a presentation of income (loss) per share for shares of common stock subject to possible redemption in a manner similar to the two-class 480-10-S99-3A, A reconciliation of net income (loss) per common stock is as follows: For The Year Ended December 31, For The Period From Net income (loss) $ 11,009,423 $ (7,492,985 ) Accretion of temporary equity in excess of fair value (8,256,815 ) (2,281,111 ) Net income (loss) including accretion of temporary equity in excess of fair value $ 2,752,608 $ (9,774,096 ) For The Year Ended December 31, 2022 Class A-t Class A-p Class B Basic and diluted net income per share Numerator Allocation of net income including accretion of temporary equity in excess $ 2,470,728 $ 62,573 $ 219,307 Deemed dividend for accretion of temporary equity in excess of fair value 8,256,815 — — Allocation of net income and deemed dividend $ 10,727,543 $ 62,573 $ 219,307 Denominator Weighted average shares outstanding, basic and diluted 56,330,222 1,426,605 5,000,000 Basic and diluted net income per share $ 0.19 $ 0.04 $ 0.04 For The Period From January 29, 2021 (Inception) Through December 31, 2021 Class A-t Class A-p Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (8,744,513 ) $ (221,462 ) $ (808,121 ) Deemed dividend for accretion of temporary equity in excess of fair value 2,281,111 — — Allocation of net loss and deemed dividend $ (6,463,402 ) $ (221,462 ) $ (808,121 ) Denominator Weighted average shares outstanding, basic and diluted 46,875,790 1,187,665 4,955,490 Basic and diluted net loss per share $ (0.14 ) $ (0.19 ) $ (0.16 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Net Loss Per Common Stock | A reconciliation of net income (loss) per common stock is as follows: For The Year Ended December 31, For The Period From Net income (loss) $ 11,009,423 $ (7,492,985 ) Accretion of temporary equity in excess of fair value (8,256,815 ) (2,281,111 ) Net income (loss) including accretion of temporary equity in excess of fair value $ 2,752,608 $ (9,774,096 ) For The Year Ended December 31, 2022 Class A-t Class A-p Class B Basic and diluted net income per share Numerator Allocation of net income including accretion of temporary equity in excess $ 2,470,728 $ 62,573 $ 219,307 Deemed dividend for accretion of temporary equity in excess of fair value 8,256,815 — — Allocation of net income and deemed dividend $ 10,727,543 $ 62,573 $ 219,307 Denominator Weighted average shares outstanding, basic and diluted 56,330,222 1,426,605 5,000,000 Basic and diluted net income per share $ 0.19 $ 0.04 $ 0.04 For The Period From January 29, 2021 (Inception) Through December 31, 2021 Class A-t Class A-p Class B Basic and diluted net loss per share Numerator Allocation of net loss including accretion of temporary equity in excess of fair value $ (8,744,513 ) $ (221,462 ) $ (808,121 ) Deemed dividend for accretion of temporary equity in excess of fair value 2,281,111 — — Allocation of net loss and deemed dividend $ (6,463,402 ) $ (221,462 ) $ (808,121 ) Denominator Weighted average shares outstanding, basic and diluted 46,875,790 1,187,665 4,955,490 Basic and diluted net loss per share $ (0.14 ) $ (0.19 ) $ (0.16 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets That are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022, including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 571,586,937 $ — $ — $ 571,586,937 Liabilities: Class K Founder Shares derivative liabilities — — — — The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021, including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 563,330,122 $ — $ — $ 563,330,122 Liabilities: Class K Founder Shares derivative liabilities — — 6,250,000 6,250,000 |
Summary of Fair Value Measurement Inputs and Valuation Techniques | The key inputs into the Monte-Carlo simulation for the Class K Founder Shares derivative liabilities were as follows as of December 31, 2022: Input December 31, Risk free rate 3.90 % Term to business combination 0.6 years Expected volatility de minimis Stock price $ 9.96 Dividend yield 0.00 % The key inputs into the Monte-Carlo simulation model for the Class K Founder Shares derivative liabilities were as follows on the date of issuance and as of December 31, 2021: Input December 31, 2021 Risk-free interest rate 1.54 % Term to business combination 0.5 years Expected volatility 11.00 % Stock price $ 9.76 Dividend yield 0.00 % |
Summary of Changes in the Fair Value Of the Class K Founder Shares Liability | The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, me assured on a recurring basis, as of December 31, 2022: Class K Founder Shares Total Fair value at January 1, 2022 $ 6,250,000 $ 6,250,000 Change fair value (6,250,000 ) (6,250,000 ) Fair value as of December 31, 2022 $ — $ — The following table presents a summary of the changes in the fair value of the Class K Founder Shares derivative liabilities, a Level 3 liability, measured on a recurring basis, as of December 31, 2021: Class K Founder Shares Total Fair value at March 26, 2021 $ 47,900,000 $ 47,900,000 Change fair value (41,650,000 ) (41,650,000 ) Fair value as of December 31, 2021 $ 6,250,000 $ 6,250,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The income tax provision (benefit) for the year ended December 31, 2022 consists of the following: Current Federal $ 1,695,142 State — Deferred Federal (339,684 ) State — Valuation allowance 339,684 Income tax provision $ 1,695,142 The income tax provision (benefit) for the period from January 29, 2021 (inception) to December 31, 2021 consists of the following: Current Federal $ — State — Deferred Federal (263,652 ) State — Valuation allowance 263,652 Income tax provision $ — |
Schedule of Company's Deferred Tax Assets | The Company’s net deferred tax assets as of December 31, 2022 are as follows: Deferred tax assets Organization c $ 567,194 Net operating loss carryforward — Total deferred tax assets 567,194 Valuation allowance (567,194 ) Deferred tax assets, net of allowance $ — The Company’s net deferred tax assets as of December 31, 2021 are as follows: Deferred tax assets Organization c $ 227,510 Net operating loss carryforward 36,142 Total deferred tax assets 263,652 Valuation allowance (263,652 ) Deferred tax assets, net of allowance $ — |
Schedule of Reconciliation Company's Effective Tax Rate | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate for year Statutory federal income tax rate 21.00 % Change in fair value of derivative liabilities (10.33 )% Non-deductible 0 % Change in valuation allowance 2.67 % Effective Tax Rate 13.34 % A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate for the period from January 29, 2021 (inception) to December 31, 2021 is as follows: Statutory federal income tax rate 21.00 % Change in fair value of derivative liabilities 116.73 % Non-deductible (134.21 )% Change in valuation allowance (3.52 )% Effective Tax Rate 0.00 % |
Description of Organization, _2
Description of Organization, Business Operations, Going Concern - Additional Information (Detail) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Mar. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 30, 2021 | |
Entity Incorporation, Date of Incorporation | Jan. 29, 2021 | |||
Proceeds from Issuance Initial Public Offering | $ 500,000,000 | |||
Proceeds from Issuance of Private Placement | $ 14,266,050 | $ 0 | ||
Gross proceeds from share issued | 551,312,493 | $ 0 | ||
Threshold Percentage of Stock Price Trigger obligation to redeem | 100% | |||
Number of business days after the expiry date within which the public shares shall be redeemed | 27 months | |||
Percentage Of The Net Assets Of The Target Company Excluding The Amount Of Any Deferred Underwriting Commissions | 80% | |||
Per share amount to be maintained in the trust account | $ 10 | |||
Maturity Of Investment Held In Trust Account | 180 days | |||
Number of business days to complete business combination | 27 months | |||
Interest Expense, Trust Account | $ 100,000 | |||
Liquidation Basis of Accounting, Liquidation Plan | (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. | |||
Operating bank account | $ 0 | $ 0 | ||
Securiites held in trust account | 2,479,456 | |||
Interest income | $ 8,256,815 | |||
Business Combination Completion Date | Jun. 26, 2023 | |||
Target Company [Member] | ||||
Equity method investment ownership percentage | 50% | |||
Held in the Trust Account [Member] | ||||
Shares Issued, Price Per Share | $ 10 | |||
Securiites held in trust account | $ 571,586,937 | |||
Public Stockholders [Member] | ||||
Net tangible assets | $ 5,000,001 | |||
Percentage of public shareholding eligible for redemption without prior consent | 15% | |||
Percentage of public shareholding eligible for redemption on non occurrence of business combination | 100% | |||
IPO | ||||
Stock Issued During Period, Shares, New Issues | 563,302,226 | |||
Shares Issued, Price Per Share | $ 10 | |||
Sale of stock issue price per share | $ 10 | |||
Private Placement | ||||
Shares Issued, Price Per Share | $ 10 | |||
Proceeds from Issuance of Private Placement | $ 14,266,050 | |||
Gross proceeds from share issued | $ 19,715,578 | |||
Sale of Stock, Number of Shares Issued in Transaction | 126,605 | |||
Sale of Stock, Consideration Received on Transaction | $ 1,266,050 | |||
Private Placement | Sponsor [Member] | ||||
Stock Issued During Period, Shares, New Issues | 1,300,000 | |||
Shares Issued, Price Per Share | $ 10 | |||
Proceeds from Issuance of Private Placement | $ 13,000,000 | |||
Class A Common Stock | ||||
Stock Issued During Period, Shares, New Issues | 56,330,222 | 56,330,222 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Class A Common Stock | IPO | ||||
Stock Issued During Period, Shares, New Issues | 50,000,000 | 50,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Shares Issued, Price Per Share | $ 10 | |||
Class A Common Stock | Over-Allotment Option | ||||
Stock Issued During Period, Shares, New Issues | 6,330,222 | 6,330,222 | ||
Shares Issued, Price Per Share | $ 10 | $ 10 | ||
Class A Common Stock | Private Placement | ||||
Stock Issued During Period, Shares, New Issues | 1,300,000 | |||
Shares Issued, Price Per Share | $ 10 | |||
Proceeds from Issuance of Private Placement | $ 13,000,000 | |||
Sale of stock issue price per share | $ 10 | |||
Sale of Stock, Number of Shares Issued in Transaction | 1,300,000 | |||
Class A Common Stock | Private Placement | Sponsor [Member] | ||||
Stock Issued During Period, Shares, New Issues | 14,266,050 | |||
Sale of stock issue price per share | $ 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Mar. 30, 2021 | Mar. 08, 2021 | |
Cash equivalents | $ 0 | $ 0 | ||
Common stock subject to possible redemption | 56,330,222 | 56,330,222 | ||
Shares measured to their redemption amount due to initial carrying amount of the common stock is less price per share | 10 | |||
Temporary Equity, Redemption Price Per Share | $ 10 | $ 10.15 | $ 10 | |
Accretion of Class A Common Stock to redemption value | $ 31,733,207 | $ 8,256,815 | ||
Unrecognised tax benefits | 0 | $ 0 | ||
Additional Paid-in Capital | ||||
Accretion of Class A Common Stock to redemption value | 14,277,907 | 0 | ||
Accumulated Deficit | ||||
Accretion of Class A Common Stock to redemption value | $ 17,455,300 | $ 8,256,815 | ||
Common Class A [Member] | ||||
Common stock subject to possible redemption | 56,330,222 | 56,330,222 | ||
Triggering Events Stock Trading Price One [Member] | Common Class A [Member] | ||||
Conversion of share, price per share | $ 20 | |||
Triggering Events Stock Trading Price Two [Member] | Common Class A [Member] | ||||
Conversion of share, price per share | 25 | |||
Triggering Events Stock Trading Price Three [Member] | Common Class A [Member] | ||||
Conversion of share, price per share | $ 30 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Reconciliation of Net Loss Per Common Stock (Detail) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income (loss) | $ (7,492,985) | $ 11,009,423 |
Accretion of temporary equity in excess of fair value | (2,281,111) | (8,256,815) |
Net income (loss) including accretion of temporary equity in excess of fair value | (9,774,096) | 2,752,608 |
Basic and diluted net income (loss) per share | ||
Deemed dividend for accretion of temporary equity in excess of fair value | 2,281,111 | 8,256,815 |
Allocation of net income (loss) and deemed dividend | $ (7,492,985) | $ 11,009,423 |
Class A Common Stock | ||
Denominator | ||
Weighted average number of shares outstanding, basic | 1,187,665 | 1,426,605 |
Basic net income (loss) per share | $ (0.19) | $ 0.04 |
Weighted Average Number of Shares Outstanding, Diluted | 1,187,665 | 1,426,605 |
Diluted net income (loss) per share | $ (0.19) | $ 0.04 |
Class B Common Stock | ||
Denominator | ||
Weighted average number of shares outstanding, basic | 4,955,490 | 5,000,000 |
Basic net income (loss) per share | $ (0.16) | $ 0.04 |
Weighted Average Number of Shares Outstanding, Diluted | 4,955,490 | 5,000,000 |
Diluted net income (loss) per share | $ (0.16) | $ 0.04 |
Common stock subject to possible redemption | Mar 26 to Dec 31,2021 [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Accretion of temporary equity in excess of fair value | $ 0 | $ 0 |
Basic and diluted net income (loss) per share | ||
Deemed dividend for accretion of temporary equity in excess of fair value | 0 | 0 |
Common stock subject to possible redemption | Class A Common Stock | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income (loss) | (6,463,402) | 10,727,543 |
Accretion of temporary equity in excess of fair value | (2,281,111) | (8,256,815) |
Basic and diluted net income (loss) per share | ||
Deemed dividend for accretion of temporary equity in excess of fair value | 2,281,111 | 8,256,815 |
Allocation of net income (loss) and deemed dividend | $ (6,463,402) | $ 10,727,543 |
Denominator | ||
Weighted average number of shares outstanding, basic | 46,875,790 | 56,330,222 |
Basic net income (loss) per share | $ (0.14) | $ 0.19 |
Weighted Average Number of Shares Outstanding, Diluted | 46,875,790 | 56,330,222 |
Diluted net income (loss) per share | $ (0.14) | $ 0.19 |
Common stock subject to possible redemption | Class A Common Stock | Mar 26 to Dec 31,2021 [Member] | ||
Basic and diluted net income (loss) per share | ||
Allocation of net income (loss) including accretion of temporary equity in excess of fair value | $ (8,744,513) | $ 2,470,728 |
Common stock subject to possible redemption | Class B Common Stock | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Accretion of temporary equity in excess of fair value | 0 | 0 |
Basic and diluted net income (loss) per share | ||
Deemed dividend for accretion of temporary equity in excess of fair value | 0 | 0 |
Common Stock [Member] | Class A Common Stock | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income (loss) | (221,462) | 62,573 |
Basic and diluted net income (loss) per share | ||
Allocation of net income (loss) and deemed dividend | (221,462) | 62,573 |
Common Stock [Member] | Class A Common Stock | Mar 26 to Dec 31,2021 [Member] | ||
Basic and diluted net income (loss) per share | ||
Allocation of net income (loss) including accretion of temporary equity in excess of fair value | (221,462) | 62,573 |
Common Stock [Member] | Class B Common Stock | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income (loss) | (808,121) | 219,307 |
Basic and diluted net income (loss) per share | ||
Allocation of net income (loss) and deemed dividend | (808,121) | 219,307 |
Common Stock [Member] | Class B Common Stock | Mar 26 to Dec 31,2021 [Member] | ||
Basic and diluted net income (loss) per share | ||
Allocation of net income (loss) including accretion of temporary equity in excess of fair value | $ (808,121) | $ 219,307 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Mar. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Proceeds from Issuance of Private Placement | $ 14,266,050 | $ 0 | |
IPO | |||
Sale of private placement shares,Shares | 563,302,226 | ||
Shares Issued, Price Per Share | $ 10 | ||
Private Placement | |||
Shares Issued, Price Per Share | $ 10 | ||
Proceeds from Issuance of Private Placement | $ 14,266,050 | ||
Sale of Stock, Number of Shares Issued in Transaction | 126,605 | ||
Sale of Stock, Consideration Received on Transaction | $ 1,266,050 | ||
Class A Common Stock | |||
Sale of private placement shares,Shares | 56,330,222 | 56,330,222 | |
Class A Common Stock | IPO | |||
Sale of private placement shares,Shares | 50,000,000 | 50,000,000 | |
Shares Issued, Price Per Share | $ 10 | ||
Class A Common Stock | Over-Allotment Option | |||
Sale of private placement shares,Shares | 6,330,222 | 6,330,222 | |
Shares Issued, Price Per Share | $ 10 | $ 10 | |
Additional amount placed in the trust account | $ 563,302,226 | ||
Class A Common Stock | Private Placement | |||
Sale of private placement shares,Shares | 1,300,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Proceeds from Issuance of Private Placement | $ 13,000,000 | ||
Sale of Stock, Number of Shares Issued in Transaction | 1,300,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Mar. 30, 2021 | Mar. 10, 2021 | Jan. 29, 2021 | Mar. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Feb. 08, 2021 | |
Stock shares issued during the period for services value | $ 0 | ||||||
Private Placement [Member] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 126,605 | ||||||
Sponsor [Member] | |||||||
Maximum Borrowing Capacity | $ 300,000 | ||||||
Due from related parties | 5,300 | $ 1,150,699 | |||||
Due to related parties | $ 5,300 | $ 1,155,999 | |||||
Sponsor [Member] | Private Placement [Member] | |||||||
Stock issued during period, shares, and new issues | 1,300,000 | ||||||
Founder shares [Member] | |||||||
Stock shares issued during the period for services shares | 10,000,000 | ||||||
Stock shares issued during the period for services value | $ 25,000 | ||||||
Common Class A [Member] | |||||||
Stock issued during period, shares, and new issues | 56,330,222 | 56,330,222 | |||||
Common Class A [Member] | Private Placement [Member] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,300,000 | ||||||
Sale of Stock, Price Per Share | $ 10 | ||||||
Sale of Stock, Consideration Received Per Transaction | $ 13,000,000 | ||||||
Stock issued during period, shares, and new issues | 1,300,000 | ||||||
Minimum threshold days Shares not to transferred from completion of business combination | 30 days | ||||||
Common Class A [Member] | Forward purchase agreement [Member] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,000,000 | ||||||
Sale of Stock, Price Per Share | $ 10 | ||||||
Sale of Stock, Consideration Received Per Transaction | $ 10,000,000 | ||||||
Common Class A [Member] | Sponsor [Member] | Private Placement [Member] | |||||||
Sale of Stock, Price Per Share | $ 10 | ||||||
Additional number of shares issued | 126,605 | ||||||
Additional proceeds from issuance of private placement | $ 1,266,050 | ||||||
Stock issued during period, shares, and new issues | 14,266,050 | ||||||
Common Class B [Member] | |||||||
Stock shares issued during the period for services shares | 120,000 | ||||||
Stock shares issued during the period for services value | $ 300 | ||||||
Class B Founder Shares [Member] | |||||||
Stock shares issued during the period for services shares | 5,000,000 | ||||||
Stock shares issued during the period for services value | $ 5,000,000 | ||||||
Percent of stock convertible | 15% | ||||||
Class K Founder Shares [Member] | |||||||
Percent of stock convertible | 30% | ||||||
Triggering events stock trading price one | 20% | ||||||
Triggering events stock trading price two | 25% | ||||||
Triggering events stock trading price three | 30% |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | ||
Mar. 26, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Deferred underwriting fees payable | $ 9,857,789 | $ 19,715,578 | |
Over-Allotment Option [Member] | |||
Loss Contingencies [Line Items] | |||
Additional number of shares purchased | 7,500,000 | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Loss Contingencies [Line Items] | |||
Shares Issued, Price Per Share | $ 10 | $ 10 | |
IPO [Member] | |||
Loss Contingencies [Line Items] | |||
Shares Issued, Price Per Share | 10 | ||
IPO [Member] | Common Class A [Member] | |||
Loss Contingencies [Line Items] | |||
Shares Issued, Price Per Share | $ 10 | ||
Additional number of shares issued | 6,330,222 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Preferred Stock Par Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock Shares Issued | 0 | 0 |
Preferred Stock Shares Outstanding | 0 | 0 |
Common stock subject to possible redemption | 56,330,222 | 56,330,222 |
Common Class A [Member] | ||
Common Stock Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock Shares Issued | 1,426,605 | 1,426,605 |
Common Stock Shares Outstanding | 1,426,605 | 1,426,605 |
Common stock subject to possible redemption | 56,330,222 | 56,330,222 |
Common Stock voting rights | one vote | |
Common Class B [Member] | ||
Common Stock Par Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock Shares Issued | 5,000,000 | 5,000,000 |
Common Stock Shares Outstanding | 5,000,000 | 5,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets That are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Marketable Securities Held In Trust Account [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | $ 571,586,937 | $ 563,330,122 |
Marketable Securities Held In Trust Account [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Marketable securities held in Trust Account | $ 571,586,937 | 563,330,122 |
Class K Founder Shares Derivative Liability [Member] | ||
Liabilities: | ||
Derivative liability – Class K Founder Shares | 6,250,000 | |
Class K Founder Shares Derivative Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative liability – Class K Founder Shares | $ 6,250,000 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurement Inputs and Valuation Techniques (Detail) - Class K Founder Shares Derivative Liability [Member] | Dec. 31, 2022 | Dec. 31, 2021 shares years |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 3.9 | 0.0154 |
Term to business combination | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.6 | 0.5 |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0.11 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 9.96 | 9.76 |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in the Fair Value Of the Class K Founder Shares Liability (Detail) - Fair Value, Inputs, Level 3 [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance, shares | $ 47,900,000 | $ 6,250,000 |
Change in fair value of Class K Founder Shares liability | $ (41,650,000) | $ (6,250,000) |
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Net Income (Loss) Attributable to Parent | Net Income (Loss) Attributable to Parent |
Ending balance, shares | $ 6,250,000 | $ 0 |
Class K Founder Shares Derivative Liability [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance, shares | 47,900,000 | 6,250,000 |
Change in fair value of Class K Founder Shares liability | $ (41,650,000) | $ (6,250,000) |
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Net Income (Loss) Attributable to Parent | Net Income (Loss) Attributable to Parent |
Ending balance, shares | $ 6,250,000 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair value transfers to and from levels 1,2 and 3 | $ 0 | $ 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Detail) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Current | ||
Federal | $ 0 | $ 1,695,142 |
State | 0 | 0 |
Deferred | ||
Federal | (263,652) | (339,684) |
State | 0 | 0 |
Valuation allowance | 263,652 | 339,684 |
Income tax provision | $ 0 | $ 1,695,142 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Company's Deferred Tax Assets (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Components of Deferred Tax Assets [Abstract] | ||
Organization costs | $ 567,194 | $ 227,510 |
Net operating loss carryforward | 0 | 36,142 |
Total deferred tax assets | 567,194 | 263,652 |
Valuation allowance | (567,194) | (263,652) |
Deferred tax assets, net of allowance | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation Company's Effective Tax Rate (Detail) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Change in fair value of derivative liabilities | 116.73% | (10.33%) |
Non-deductible transaction costs | (134.21%) | 0% |
Change in valuation allowance | (3.52%) | 2.67% |
Effective Tax Rate | 0% | 13.34% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Mar. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Changes in valuation allowance | $ 263,652 | $ 339,684 | |
Unrecognised tax benefits | 0 | $ 0 | |
Accrued interest and penalties | 0 | ||
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 172,104 | $ 172,104 |