Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Dec. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | BLACK MOUNTAIN ACQUISITION CORP. | ||
Entity Central Index Key | 0001848020 | ||
Entity File Number | 001-40907 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Tax Identification Number | 86-2013849 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 425 Houston Street | ||
Entity Address, Address Line Two | Suite 4500 | ||
Entity Address, City or Town | Fort Worth | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 76102 | ||
City Area Code | 817 | ||
Local Phone Number | 698-9901 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Houston, TX | ||
Entity Public Float | $ 281,520,000 | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and three quarters of one warrant | ||
Trading Symbol | BMAC.U | ||
Security Exchange Name | NYSE | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | BMAC | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 27,600,000 | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Trading Symbol | BMAC WS | ||
Security Exchange Name | NYSE | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,900,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash | $ 289,657 | $ 899,056 | |
Prepaid expenses | 90,194 | 317,666 | |
Total current assets | 379,851 | 1,216,722 | |
Prepaid expenses, non - current | 0 | 84,065 | |
Investments held in Trust Account | 284,892,172 | 281,523,974 | |
Total assets | 285,272,023 | 282,824,761 | |
Current liabilities: | |||
Accrued offering costs and expenses | 409,400 | 559,557 | |
Income tax payable | 389,913 | 0 | |
Due to related party | 7,744 | 0 | |
Total current liabilities | 807,057 | 559,557 | |
Deferred underwriting commissions | 9,660,000 | 9,660,000 | |
Total liabilities | 10,457,057 | 10,219,557 | |
Commitments and Contingencies (Note 6) | |||
Stockholders' Deficit: | |||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Stock subscription receivable | 0 | (240) | |
Additional paid-in capital | 0 | 0 | |
Accumulated deficit | (9,670,748) | (8,915,246) | |
Total stockholders' deficit | (9,670,058) | (8,914,796) | |
Total liabilities and stockholders' deficit | 285,272,023 | 282,824,761 | |
Class A common stock | |||
Current liabilities: | |||
Class A common stock subject to possible redemption, 27,600,000 shares at redemption value | 284,475,024 | 281,520,000 | |
Stockholders' Deficit: | |||
Common stock value | 0 | 0 | |
Class B common stock | |||
Stockholders' Deficit: | |||
Common stock value | $ 690 | $ 690 | [1],[2] |
[1]In October 2021, the Company effected a dividend of 1,150,000 shares of Class B common stock, which resulted in an aggregate of 6,900,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).[2]This number includes up to 900,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On October 22, 2021, the underwriters’ fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 22, 2021 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Class A common stock | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 500,000,000 | 500,000,000 | |
Common stock shares issued | 0 | 0 | |
Common stock shares outstanding | 0 | 0 | |
Temporary Equity, Shares Outstanding | 27,600,000 | 27,600,000 | 27,600,000 |
Class B common stock | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 50,000,000 | 50,000,000 | |
Common stock shares issued | 6,900,000 | 6,900,000 | |
Common stock shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 |
Common stock subject to forfeiture | 900,000 | ||
Number of common shares on which dividend effected | 1,150,000 | ||
Class B common stock | Over-Allotment Option | |||
Common stock subject to forfeiture | 900,000 | 0 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
Formation and operating costs | $ 688,891 | $ 1,134,928 | |
Loss from operations | (688,891) | (1,134,928) | |
Other income: | |||
Interest earned on marketable securities held in Trust Account | 3,974 | 4,121,363 | |
Other income, net | 3,974 | 4,121,363 | |
Income (loss) before provision for income taxes | (684,917) | 2,986,435 | |
Provision for income taxes | 0 | (786,913) | |
Net income (loss) | $ (684,917) | $ 2,199,522 | |
Common Class A [Member] | |||
Other income: | |||
Weighted Average Number of Shares Outstanding, Basic | 6,240,000 | 27,600,000 | |
Basic net income (loss) per share | $ (0.06) | $ 0.06 | |
Diluted net income (loss) per share | $ (0.06) | $ 0.06 | |
Common Class B [Member] | |||
Other income: | |||
Weighted Average Number of Shares Outstanding, Basic | 6,175,385 | [1],[2] | 6,900,000 |
Basic net income (loss) per share | $ (0.06) | $ 0.06 | |
Diluted net income (loss) per share | $ (0.06) | $ 0.06 | |
[1]In October 2021, the Company effected a dividend of 1,150,000 shares of Class B common stock, which resulted in an aggregate of 6,900,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).[2]This number excludes an aggregate of up to 900,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On October 22, 2021, the underwriters’ fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parenthetical) - Class B common stock - shares | 12 Months Ended | |
Oct. 22, 2021 | Dec. 31, 2022 | |
Number of common shares on which dividend effected | 1,150,000 | |
Common stock shares outstanding | 6,900,000 | 6,900,000 |
Over-Allotment Option | ||
Weighted average number of shares common stock subject to forfeiture | 0 | 900,000 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Public Warrant [Member] | Private Placement [Member] | Additional Paid-in Capital | Additional Paid-in Capital Public Warrant [Member] | Additional Paid-in Capital Private Placement [Member] | Stock Subscription Receivable | Accumulated Deficit | Class A common stock Common Stock | Class B common stock Common Stock | |
Beginning Balance (Shraes) at Feb. 09, 2021 | 0 | 0 | |||||||||
Beginning Balance at Feb. 09, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Issuance of Class B common stock to Sponsor (Shares) | [1],[2] | 0 | 6,900,000 | ||||||||
Issuance of Class B common stock to Sponsor | [1],[2] | 25,000 | 24,310 | $ 0 | $ 690 | ||||||
Proceeds allocated to Public Warrants classified as equity | 12,464,948 | 12,464,948 | |||||||||
Sale of Private Placement Warrants classified as equity | 13,040,000 | 13,040,000 | |||||||||
Offering costs classified as equity | $ (711,232) | $ (26,843) | $ (711,232) | $ (26,843) | |||||||
Accretion for Class A common stock to redemption value | (33,021,872) | (24,791,543) | $ (8,230,329) | ||||||||
Forfeiture of Founder Shares at no consideration, Shares | (90,000) | ||||||||||
Forfeiture of Founder Shares at no consideration | (9) | 9 | $ (9) | ||||||||
Purchase of 90,000 Founder Shares by Independent Directors on 10/13 at $.004 | 0 | 351 | $ (360) | $ 9 | |||||||
Purchase of 90,000 Founder Shares by Independent Directors on 10/13 at $.004 (Shares) | 90,000 | ||||||||||
Stock Subscription Received from Issuance of Founder Shares to Directors | 120 | 120 | |||||||||
Net income (loss) | (684,917) | (684,917) | $ (344,241) | $ (340,676) | |||||||
Ending Balance (Shares) at Dec. 31, 2021 | 0 | 6,900,000 | |||||||||
Ending Balance at Dec. 31, 2021 | (8,914,796) | 0 | (240) | (8,915,246) | $ 0 | $ 690 | |||||
Accretion for Class A common stock to redemption value | (2,955,024) | 0 | (2,955,024) | ||||||||
Forfeiture of Founder Shares at no consideration | 0 | ||||||||||
Stock Subscription Received from Issuance of Founder Shares to Directors | 240 | ||||||||||
Net income (loss) | 2,199,522 | 2,199,522 | $ 1,759,618 | $ 439,904 | |||||||
Ending Balance (Shares) at Dec. 31, 2022 | 0 | 6,900,000 | |||||||||
Ending Balance at Dec. 31, 2022 | $ (9,670,058) | $ 0 | $ 0 | $ (9,670,748) | $ 0 | $ 690 | |||||
[1]In October 2021, the Company effected a dividend of 1,150,000 shares of Class B common stock, which resulted in an aggregate of 6,900,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).[2]This number includes up to 900,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On October 22, 2021, the underwriters’ fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | |||
Oct. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 10, 2021 | |
Shares issued, price per share | $ 10 | |||
Founder shares [Member] | ||||
Stock issued during period, shares, new issues | 90,000 | |||
Shares issued, price per share | $ 4 | |||
Over-Allotment Option | ||||
Stock issued during period, shares, new issues | 3,600,000 | |||
Shares issued, price per share | $ 10 | |||
Class B common stock | ||||
Common stock subject to forfeiture | 900,000 | |||
Number of common shares on which dividend effected | 1,150,000 | |||
Common stock shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | |
Class B common stock | Over-Allotment Option | ||||
Common stock subject to forfeiture | 0 | 900,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (684,917) | $ 2,199,522 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (3,974) | (4,121,363) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (401,731) | 311,537 |
Income tax payable | 0 | 389,913 |
Due to related party | 0 | 7,744 |
Accrued offering costs and expenses | 559,557 | (150,157) |
Net cash used in operating activities | (531,065) | (1,362,804) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (281,520,000) | 0 |
Cash withdrawn from Trust Account to pay for Franchise and Income Taxes | 0 | 753,165 |
Net cash provided by (used in) investing activities | (281,520,000) | 753,165 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Independent Directors | 120 | 240 |
Proceeds from sale of Units, net of underwriting discounts paid | 270,480,000 | 0 |
Proceeds from private placement | 13,040,000 | 0 |
Proceeds from issuance of promissory note to related party | 195,000 | 0 |
Repayment of promissory note – related party | (195,000) | 0 |
Payment of offering costs | (569,999) | 0 |
Net cash provided by financing activities | 282,950,121 | 240 |
Net Change in Cash | 899,056 | (609,399) |
Cash – Beginning of period | 0 | 899,056 |
Cash – End of period | 899,056 | 289,657 |
Non-Cash investing and financing activities: | ||
Accretion of class a common stock subject to redemption | 33,021,872 | 2,955,024 |
Deferred underwriting fee payable | 9,660,000 | 0 |
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | 25,000 | 0 |
Forfeiture of Founder Shares at no consideration | 9 | 0 |
Stock subscription receivable for purchase of 90,000 Founder Shares by Independent Directors | 240 | 0 |
Federal income taxes paid | $ 0 | $ 397,000 |
Organization, Business Operatio
Organization, Business Operations and Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operations and Going Concern | Note 1 — Organization, Business Operations and Going Concern Organization and General Black Mountain Acquisition Corp. (the “ Company Initial Business Combination Securities Act As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “ Initial Public Offering generate non-operating income in Sponsor and Proposed Financing The Company’s sponsor is Black Mountain Sponsor LLC, a Delaware limited liability company (the “ Sponsor On February 10, 2021, 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of deferred offering costs on behalf of the Company, or approximately $0.004 per share. In October 2021, the Company effected a dividend of 1,150,000 of the Company’s Founder Shares, which resulted in an aggregate of 6,900,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend. Up to 900,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters. On October 22, 2021, the underwriters fully exercised the over-allotment option; thus, Founder Shares are no longer subject to forfeiture. The registration statement for the Company’s Initial Public Offering was declared effective on October 13, 2021 (the “ Effective Date Units ed Class A common stock Public Warrants In connection with the Initial Public Offering, the underwriters were granted an option to purchase up to an additional 3,600,000 Units to cover over-allotments, if any. On October 21, 2021, the underwriters fully exercised their over-allotment option and, on October 22, 2021, the underwriters purchased 3,600,000 Units (the “ Over-allotment Units On October 18, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrant Purchase Agreement, dated October 13, 2021, by and between the Company and the Sponsor (the “ Private Placement Warrant Purchase Agreement Private Placement Warrants Private Placement per warrant (the “ Additional Private Placement Warrants A total of $281,520,000, comprised of $270,480,000 of the net proceeds from the Initial Public Offering (including the Over-allotment Units ($10.00 per Unit)) and $11,040,000 of the proceeds of the sale of the Private Placement Warrants (including the Additional Private Placement Warrants) has been deposited in a U.S.-based trust account (the “ Trust Account Transaction costs amounted to $15,774,999 consisting of $5,520,000 of underwriting commissions, $9,660,000 of deferred underwriting commissions, and $594,999 of other offering costs. Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $281,520,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A common stock sold in the IPO, at their redemption value of $10.20 per share. The proceeds held in the Trust Account were invested only in U.S. government securities with a maturity of one hundred eighty-five (185) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the The Company’s certificate of incorporation provides that, other than the withdrawal of interest to pay taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any shares of Class A common stock included in the Units (the “ Public Shares Public Stockholders Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under the NYSE rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its common stock to no longer qualify for exemption from the Securities and Exchange Commission’s (the “ SEC If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its taxes. As a result, all such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Pursuant to the Company’s certificate of incorporation, if the Company is unable to complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering (the “ Combination Period a per-share price, payable In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. The Company’s stockholders have no pre-emptive or Going Concern and Liquidity As of December 31, 2022, the Company had $289,657 in its operating bank account and a working deficit capital of The Company’s liquidity needs up to December 31, 2022, had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the founder shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $195,000 (see Note 5). The promissory note was paid in full on October 20, 2021. In addition, in order to finance transaction costs in connection with a business combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2022, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a business combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result, various nations, including the United States, have imposed economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and the related sanctions on the world economy, and the specific impacts on the Company’s financial position, results of operations and its ability to identify and complete an Initial Business Combination are not determinable as of the date of these financial statements. Management continues to evaluate the impact of the COVID-19 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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 JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $289,657 and $899,056 and no cash equivalents as of December 31, 2022 and 2021, respectively. Investments Held in Trust Account As of December 31, 2022 and 2021, the assets held in the Trust Account were held in marketable securities. At December 31, 2022 and 2021, the Company had $284,892,172 and $281,523,974 in marketable securities held in the Trust Account, respectively. 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 of $250,000. As of December 31, 2022, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. As of December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted income (loss) per share of common share is the same as basic income (loss) per share of common stock for the periods. Year Ended December 31, For the Period from February 10, Through December 31, 2021 Class A Class B Class A Class B Basic net income (loss) per share: Numerator: Allocation of net income (loss) $ 1,759,618 $ 439,904 $ (344,241 ) $ (340,676 ) Denominator: Weighted average shares outstanding 27,600,000 6,900,000 6,240,000 6,175,385 Basic net income (loss) per share $ 0.06 $ 0.06 $ (0.06 ) $ (0.06 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2022 and 2021 Common Stock Subject to Possible Redemption All of the 27,600,000 common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. Warrant Instruments The Company accounts for its Public Warrants and Private Placement Warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as warrants underlying additional units the Company issued to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company are identical to the warrants underlying the Units being offered in the Initial Public Offering. Inflation Reduction Act of 2022 The Inflation Reduction Act of 2022 (the “IR Act”) provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is generally 1% of any positive difference between the fair market value of any shares repurchased by the repurchasing corporation during a taxable year and the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. For more information, please see “Risk Factors.” Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) ASU 2020-06 ASU 2020-06 if-converted 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering The Company consummated its Initial Public Offering of 24,000,000 Units on October 18, 2021. Each Unit consists of one Class A common stock and three quarters of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A common stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $240,000,000 and incurring $13,200,000 in underwriting fees comprised of an initial payment of $4,800,000 and $8,400,000 of deferred underwriting commissions. The Company granted the underwriters in the Initial Public Offering (the “ Underwriters 45-day On October 18, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrant Purchase Agreement, the Company completed the Private Placement of 11,600,000 Private Placement Warrants at a purchase price of $1.00 per warrant to the Sponsor, generating gross proceeds to the Company of $11,600,000 (the “ Private Placement Proceeds lock-up All of the 27,600,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in As of December 31, 2022 and 2021, the shares of Class A common stock subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from Initial Public Offering $ 276,000,000 Less: Proceeds allocated to Public Warrants (12,464,948 ) Common stock issuance costs (15,036,924 ) Remeasurement of carrying value to redemption value 33,021,872 Class A common stock subject to possible redemption, December 31, 2021 281,520,000 Remeasurement of carrying value to redemption value 2,955,024 Class A common stock subject to possible redemption, December 31, 2022 $ 284,475,024 |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Private Placement [Abstract] | |
Private Placement | Note 4—Private Placement The Sponsor purchased an aggregate of 11,600,000 Private Placement Warrants for a purchase price of $11,600,000, or $1.00 per warrant, in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Simultaneously with the Underwriters’ exercise of the over-allotment option, the Sponsor purchased 1,440,000 Additional Private Placement Warrants for a purchase price of $1,440,000, or $1.00 per warrant. Each Private Placement Warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment, and will expire worthless if the Company does not complete the Initial Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Initial Public Offering, including as to exercise price, exercisability and exercise period, except that the Private Placement Warrants (i) will not initially be registered under the Securities Act and therefore will not be eligible for offer, sale, transfer or other disposition unless and until so registered or an exemption from registration applies and (ii) will be subject to transfer restrictions pursuant to lock-up |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares On February 10, 2021, 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of expenses on behalf of the Company, or approximately $0.004 per share. In October 2021, the Company effected a dividend of 1,150,000 of the Company’s Founder Shares, which resulted in an aggregate of 6,900,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend. Up to 900,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the Underwriters. The Underwriters’ over-allotment option would have been available for 45 days from the effective date of the registration statement. On October 22, 2021, the Underwriters exercised the over-allotment option in full to purchase the Over-allotment Units. As a result, 900,000 founder shares are no longer subject to forfeiture. In connection with the Initial Public Offering, the Sponsor forfeited a total of 90,000 founder shares for no consideration, and 30,000 founder shares were purchased from the Company by each of the Company’s independent directors at their original purchase price (approximately will be accounted for as directors’ compensation expense upon the Initial Business Combination. The purchased shares shall vest upon the Company consummating an Initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the Director is removed from office or ceases to be a Director, the Director will forfeit their founder shares to the Company. The Directors have agreed, (1) the shares may not be sold or transferred, until six months after the consummation of a business combination, (2) the shares will not be entitled to redemption from the funds held in the trust account, or any liquidating distributions. The Company has 18 months from the date of the Initial Public Offering to consummate a business combination, and if a business combination is not consummated, the Company will liquidate, and the shares will become worthless. The fair value of the founder shares at the grant dates was determined using an internal model using the issuance price of the Units in the Initial Public Offering as a proxy adjusting for the value of the warrants included in the Units, for the probability the Company will consummate an initial Business Combination and for holding costs and no rights of redemption. Valuation of the 90,000 founder shares granted to the directors is estimated to be $486,000 or $5.40 per share. The Company will record the fair value of the transferred shares in excess of the amount paid as director compensation expense upon consummation of an initial Business Combination, in accordance with the guidance in FASB ASC 718, Compensation-Stock Compensation (“ASC 718”), which requires deferral of the expense recognition until after the performance condition becomes probable of being achieved. If the performance condition is a business combination or similar liquidity event, the performance condition is not deemed to be probable until it is achieved. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) 180 days after the completion of the Initial Business Combination or (ii) subsequent to the Initial Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans On February 10, 2021, the Sponsor agreed to loan the Company an aggregate of up to $250,000 to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the “Note”). This Note was non-interest In addition, in order to finance transaction costs in connection with an Initial 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 on a non-interest Administrative Support Agreement Commencing on the date the Units are first listed on the New York Stock Exchange, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. For the year ended December 31, 2022, the Company has incurred $120,000 of administrative service fees. For the period from February 10, 2021 (inception) through December 31, 2021, a total of $25,000 of such fees, is included in accrued expenses in the accompanying balance sheet. Related parties paid certain operating expenses on the Company’s behalf. At December 31, 2022 and 2021, $7,744 and $0, respectively, is recorded in Due to Related Party on the accompanying balance sheets. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6—Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans, if any, (and any Class A common shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of the Initial Public Offering. The holders of at least million in value of these securities are entitled to demand that the Company file a registration statement covering such securities and to require the Company to effect up to an aggregate of three underwritten offerings of such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the Underwriters a 45-day On October 22, 2021, the Underwriters exercised the over-allotment option in full to purchase 3,600,000 Public Units, at a purchase price of $10.00 per Public Unit generating gross proceeds to the Company of $36,000,000 (see Note 3). On October 18, 2021, the Company paid a cash underwriting commission of $0.20 per unit, or $4,800,000 and on October 22, 2021, paid an additional $720,000 or $0.20 per unit for an aggregate of $5,520,000. The representatives of the Underwriters are entitled to deferred underwriting commissions of $0.35 per unit, or $9,660,000 in the aggregate (including the commission related to the Underwriters’ exercise of the over-allotment option). The deferred fee will become payable to the representatives of Underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7—Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock On October 22, 2021, the Underwriters exercised the over-allotment option in full to purchase 3,600,000 Public Units. As a result, 900,000 founder shares are no longer subject to forfeiture. Holders of the Class A common stock and holders of the 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. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, as-converted basis, Warrants In addition, if (i) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our Initial Business Combination on the date of the consummation of the Initial Business Combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (A) the Market Value or (B) the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of Warrants” will be adjusted (to the nearest cent) to be equal to 180% of the Newly Issued Price. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Initial Public Offering, including as to exercise price, exercisability and exercise period, except that the Private Placement Warrants (i) will not initially be registered under the Securities Act and therefore will not be eligible for offer, sale, transfer or other disposition unless and until so registered or an exemption from registration applies and (ii) will be subject to transfer restrictions pursuant to lock-up A. Redemption of Warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day The Company will not redeem the warrants as described above unless (i) a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all, but not less than all, warrantholders to exercise their warrants on a “cashless basis.” In the event any warrants are exercised on a “cashless basis,” each exercising warrantholder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (i) the product of (A) the number of shares of our Class A common stock underlying the warrants and (B) the excess of the “fair market value” (defined below) over the exercise price of the warrants by (ii) such fair market value. For purposes of this section, the “fair market value” shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrantholder or its securities broker or intermediary. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire without value to the holder. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 8—Income Tax The income tax provision for the year ended December 31, 2022 and for period from February 10, 2021 (inception) through December 31, 2021 consists of the following: For the year December 31, For the period Federal Current $ 786,913 $ — Deferred (158,362 ) (143,833 ) State Current — — Deferred — — Change in valuation allowance 158,362 143,833 Income tax provision $ 786,913 $ — The Company’s net deferred tax assets at December 31, 2022 is as follows: December 31, December 31, Deferred tax asset Net operating loss carryforward $ — $ 36,563 Startup and organizational expenses 302,194 107,270 Total deferred tax assets $ 302,194 $ 143,833 Valuation Allowance (302,194 ) (143,833 ) Deferred tax assets, net of allowance $ — $ — As of December In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and for the period from February 10, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $158,362 and $143,833, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 are as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % Change in fair value of warrants 0.05 % — % Valuation allowance 5.30 % (21.00 )% Income tax provision 26.35 % 0.00 % The Company files income tax returns in the U.S. federal jurisdiction and Texas and is subject to examination by the various taxing authorities. The Company’s tax returns for the year ended December 31, 2022 and 2021 remain open and subject to examination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Note 9—Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2022 a |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Polices) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) 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 JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $289,657 and $899,056 and no cash equivalents as of December 31, 2022 and 2021, respectively. |
Investments Held In Trust Account | Investments Held in Trust Account As of December 31, 2022 and 2021, the assets held in the Trust Account were held in marketable securities. At December 31, 2022 and 2021, the Company had $284,892,172 and $281,523,974 in marketable securities held in the Trust Account, respectively. |
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 of $250,000. As of December 31, 2022, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Net income (loss) per share of common stock is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. As of December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted income (loss) per share of common share is the same as basic income (loss) per share of common stock for the periods. Year Ended December 31, For the Period from February 10, Through December 31, 2021 Class A Class B Class A Class B Basic net income (loss) per share: Numerator: Allocation of net income (loss) $ 1,759,618 $ 439,904 $ (344,241 ) $ (340,676 ) Denominator: Weighted average shares outstanding 27,600,000 6,900,000 6,240,000 6,175,385 Basic net income (loss) per share $ 0.06 $ 0.06 $ (0.06 ) $ (0.06 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2022 and 2021 |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 27,600,000 common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. |
Warrant Instruments | Warrant Instruments The Company accounts for its Public Warrants and Private Placement Warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Placement Warrants, as well as warrants underlying additional units the Company issued to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company are identical to the warrants underlying the Units being offered in the Initial Public Offering. |
Inflation Reduction Act of 2022 | Inflation Reduction Act of 2022 The Inflation Reduction Act of 2022 (the “IR Act”) provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is generally 1% of any positive difference between the fair market value of any shares repurchased by the repurchasing corporation during a taxable year and the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. For more information, please see “Risk Factors.” |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) ASU 2020-06 ASU 2020-06 if-converted 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Summary of Forfeiture are excluded from the calculation of weighted average shares outstanding | Year Ended December 31, For the Period from February 10, Through December 31, 2021 Class A Class B Class A Class B Basic net income (loss) per share: Numerator: Allocation of net income (loss) $ 1,759,618 $ 439,904 $ (344,241 ) $ (340,676 ) Denominator: Weighted average shares outstanding 27,600,000 6,900,000 6,240,000 6,175,385 Basic net income (loss) per share $ 0.06 $ 0.06 $ (0.06 ) $ (0.06 ) |
Initial Public Offering - (Tabl
Initial Public Offering - (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Initial Public Offering [Abstract] | |
Summary of temporary equity | As of December 31, 2022 and 2021, the shares of Class A common stock subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from Initial Public Offering $ 276,000,000 Less: Proceeds allocated to Public Warrants (12,464,948 ) Common stock issuance costs (15,036,924 ) Remeasurement of carrying value to redemption value 33,021,872 Class A common stock subject to possible redemption, December 31, 2021 281,520,000 Remeasurement of carrying value to redemption value 2,955,024 Class A common stock subject to possible redemption, December 31, 2022 $ 284,475,024 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary Of Income Tax Provision | The income tax provision for the year ended December 31, 2022 and for period from February 10, 2021 (inception) through December 31, 2021 consists of the following: For the year December 31, For the period Federal Current $ 786,913 $ — Deferred (158,362 ) (143,833 ) State Current — — Deferred — — Change in valuation allowance 158,362 143,833 Income tax provision $ 786,913 $ — |
Summary Of Deferred Tax Assets | The Company’s net deferred tax assets at December 31, 2022 is as follows: December 31, December 31, Deferred tax asset Net operating loss carryforward $ — $ 36,563 Startup and organizational expenses 302,194 107,270 Total deferred tax assets $ 302,194 $ 143,833 Valuation Allowance (302,194 ) (143,833 ) Deferred tax assets, net of allowance $ — $ — |
Schedule Of Effective Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 are as follows: December 31, December 31, Statutory federal income tax rate 21.00 % 21.00 % Change in fair value of warrants 0.05 % — % Valuation allowance 5.30 % (21.00 )% Income tax provision 26.35 % 0.00 % |
Organization, Business Operat_2
Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Oct. 22, 2021 | Oct. 22, 2021 | Oct. 18, 2021 | Feb. 10, 2021 | Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 08, 2021 | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Unit price per share | $ 10 | $ 10 | |||||||
Proceeds from initial public offering gross | $ 270,480,000 | $ 0 | |||||||
Proceeds from private placement of warrants | $ 1,440,000 | $ 11,600,000 | |||||||
Investment of cash in Trust Account | $ 281,520,000 | ||||||||
Expenses payable on dissolution | $ 100,000 | ||||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | ||||||||
Period To complete business combination from closing of the initial public offering | 18 months | ||||||||
Cash | 899,056 | $ 289,657 | |||||||
Working capital deficit | 427,206 | ||||||||
Stock issued during period, value, issued for services | [1],[2] | 25,000 | |||||||
Proceeds from issuance of promissory note to related party | $ 195,000 | 0 | |||||||
Due to related parties | 0 | ||||||||
Sponsor | Promissory Note | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Proceeds from issuance of promissory note to related party | 195,000 | ||||||||
Sponsor | Working Capital Loans | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Due to related parties | $ 0 | ||||||||
Minimum | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Fair market value as percentage of net assets held in trust account included in initial business combination | 80% | ||||||||
Public Warrants | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Warrant or right included per unit description | three quarters of one warrant | ||||||||
Exercise price of warrant | $ 11.5 | ||||||||
Class of warrants or rights warrants issued during the period | 0 | ||||||||
Initial Private Placement Warrants | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Class of warrants or rights warrants issued during the period | 11,600,000 | ||||||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | ||||||||
Initial Private Placement Warrants | Sponsor | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Class of warrants or rights warrants issued during the period | 11,600,000 | 11,600,000 | |||||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | ||||||||
Proceeds from private placement of warrants | $ 11,600,000 | $ 11,600,000 | |||||||
Additional Private Placement Warrants | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Class of warrants or rights warrants issued during the period | 1,440,000 | ||||||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | $ 1 | |||||||
Additional Private Placement Warrants | Sponsor | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Class of warrants or rights warrants issued during the period | 1,440,000 | ||||||||
Class of warrants or rights warrants issued issue price per warrant | 1 | $ 1 | |||||||
Proceeds from private placement of warrants | $ 1,440,000 | ||||||||
Private Placement Warrants | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Unit price per share | $ 10 | $ 10 | |||||||
Proceeds from private placement of warrants | $ 11,040,000 | ||||||||
IPO | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Units issued during ther period shares | 24,000,000 | ||||||||
Unit price per share | $ 10 | ||||||||
Proceeds from initial public offering gross | 240,000,000 | $ 240,000,000 | |||||||
Transaction costs | 15,774,999 | ||||||||
Underwriting commissions | 5,520,000 | ||||||||
Deferred underwriting commissions | 9,660,000 | $ 9,660,000 | |||||||
Other offering costs | $ 594,999 | ||||||||
Over-Allotment Option | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Units issued during ther period shares | 3,600,000 | ||||||||
Unit price per share | $ 10 | $ 10 | |||||||
Additional units that can be purchased to cover over-allotments | 3,600,000 | ||||||||
Units issued during ther period value | $ 36,000,000 | ||||||||
Underwriting commissions | 1,980,000 | ||||||||
Deferred underwriting commissions | $ 1,260,000 | $ 1,260,000 | |||||||
Intial Public Offering Including Over Allotment Option | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Proceeds from issuance of initial public offering net of transaction costs | $ 270,480,000 | ||||||||
Class A common stock | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Number of shares included in unit | 1 | ||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares, Outstanding | 0 | 0 | |||||||
Temporary equity, carrying amount, attributable to parent | $ 281,520,000 | $ 284,475,024 | |||||||
Class A common stock | Common Stock [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Stock issued during period, value, issued for services | [1],[2] | $ 0 | |||||||
Stock Issued During Period, Shares, Issued for Services | [1],[2] | 0 | |||||||
Class A common stock | Public Warrants | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Warrant or right included per unit description | three quarters of one Public Warrant | ||||||||
Number of shares issued upon exercise of warrant | 1 | ||||||||
Exercise price of warrant | $ 11.5 | ||||||||
Class A common stock | Private Placement Warrants | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Number of shares issued upon exercise of warrant | 1 | ||||||||
Exercise price of warrant | $ 11.5 | ||||||||
Class A common stock | IPO | Common Stock [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Temporary equity, carrying amount, attributable to parent | $ 281,520,000 | ||||||||
Temporary equity, redemption price per share | $ 10.2 | ||||||||
Class B common stock | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares, Outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | |||||
Class B common stock | Common Stock [Member] | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Stock issued during period, value, issued for services | [1],[2] | $ 690 | |||||||
Stock Issued During Period, Shares, Issued for Services | [1],[2] | 6,900,000 | |||||||
Class B common stock | Sponsor | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||||
Stock issued during period, value, issued for services | $ 25,000 | $ 25,000 | |||||||
Sale of Stock, Price Per Share | $ 0.004 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 5,750,000 | ||||||||
Common Stock Dividends, Shares | 1,150,000 | ||||||||
Common Stock, Other Shares, Outstanding | 0 | 0 | 900,000 | ||||||
Common Stock, Shares, Outstanding | 6,900,000 | ||||||||
[1]In October 2021, the Company effected a dividend of 1,150,000 shares of Class B common stock, which resulted in an aggregate of 6,900,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).[2]This number includes up to 900,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On October 22, 2021, the underwriters’ fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule Of Significant Accounting Policies (Details) - 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] | |||
Allocation of net income (loss) | $ (684,917) | $ 2,199,522 | |
Common Class A [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Weighted average shares outstanding | 6,240,000 | 27,600,000 | |
Basic net income (loss) per share | $ (0.06) | $ 0.06 | |
Common Class A [Member] | Common Stock [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Allocation of net income (loss) | $ (344,241) | $ 1,759,618 | |
Weighted average shares outstanding | 6,240,000 | 27,600,000 | |
Basic net income (loss) per share | $ (0.06) | $ 0.06 | |
Common Class B [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Weighted average shares outstanding | 6,175,385 | [1],[2] | 6,900,000 |
Basic net income (loss) per share | $ (0.06) | $ 0.06 | |
Common Class B [Member] | Common Stock [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Allocation of net income (loss) | $ (340,676) | $ 439,904 | |
Weighted average shares outstanding | 6,175,385 | 6,900,000 | |
Basic net income (loss) per share | $ (0.06) | $ 0.06 | |
[1]In October 2021, the Company effected a dividend of 1,150,000 shares of Class B common stock, which resulted in an aggregate of 6,900,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).[2]This number excludes an aggregate of up to 900,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On October 22, 2021, the underwriters’ fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Oct. 22, 2021 | Dec. 31, 2022 |
Accounting Policies [Line Items] | |||
Cash | $ 899,056 | $ 289,657 | |
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | ||
Unrecognized Tax Benefits | 0 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | ||
Investments held in Trust Account | $ 281,523,974 | 284,892,172 | |
Cash In Fixed Depository Insurance Coverage Amount | $ 250,000 | ||
Inflation Reduction Act of 2022 [Member] | |||
Accounting Policies [Line Items] | |||
Percentage of excise tax rate of fair market value of shares repurchased | 1% | ||
Percentage of excise tax rate | 1% | ||
IPO | |||
Accounting Policies [Line Items] | |||
Underwriting commissions | $ 5,520,000 | ||
Deferred underwriting commissions | 9,660,000 | ||
Other offering costs | 594,999 | ||
Temporary Equity, Shares Issued | 27,600,000 | ||
Offering Costs | $ 15,774,999 |
Initial Public Offering - Summa
Initial Public Offering - Summary of Temporary Equity (Detail) - Common Class A [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Gross proceeds from Initial Public Offering | $ 276,000,000 | |
Proceeds allocated to Public Warrants | (12,464,948) | |
Common stock issuance costs | (15,036,924) | |
Class A common stock subject to possible redemption | $ 284,475,024 | 281,520,000 |
Remeasurement of carrying value to redemption value | $ 2,955,024 | $ 33,021,872 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |||
Oct. 22, 2021 | Oct. 22, 2021 | Oct. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||
Unit price per share | $ 10 | $ 10 | |||
Proceeds from initial public offering gross | $ 270,480,000 | $ 0 | |||
Proceeds from private placement of warrants | $ 1,440,000 | $ 11,600,000 | |||
IPO | |||||
Class of Stock [Line Items] | |||||
Units issued during ther period shares | 24,000,000 | ||||
Unit price per share | $ 10 | ||||
Proceeds from initial public offering gross | $ 240,000,000 | $ 240,000,000 | |||
Underwriting commissions | 5,520,000 | ||||
Deferred underwriting commissions | $ 9,660,000 | $ 9,660,000 | |||
Temporary Equity, Shares Issued | 27,600,000 | ||||
IPO | Underwriters Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Underwriting commissions | 13,200,000 | ||||
Payment of Underwriter commission | 4,800,000 | ||||
Deferred underwriting commissions | $ 8,400,000 | ||||
Over-Allotment Option | |||||
Class of Stock [Line Items] | |||||
Units issued during ther period shares | 3,600,000 | ||||
Units issued during ther period value | $ 36,000,000 | ||||
Unit price per share | $ 10 | $ 10 | |||
Additional units that can be purchased to cover over-allotments | 3,600,000 | ||||
Overallotment option period | 45 days | ||||
Underwriting commissions | $ 1,980,000 | ||||
Payment of Underwriter commission | 720,000 | ||||
Deferred underwriting commissions | $ 1,260,000 | $ 1,260,000 | |||
Public Warrants | |||||
Class of Stock [Line Items] | |||||
Warrant or right included per unit description | three quarters of one warrant | ||||
Exercise price of warrant | $ 11.5 | ||||
Class of warrants or rights warrants issued during the period | 0 | ||||
Initial Private Placement Warrants | |||||
Class of Stock [Line Items] | |||||
Class of warrants or rights warrants issued during the period | 11,600,000 | ||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | ||||
Additional Private Placement Warrants | |||||
Class of Stock [Line Items] | |||||
Class of warrants or rights warrants issued during the period | 1,440,000 | ||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | $ 1 | |||
Class A common stock | |||||
Class of Stock [Line Items] | |||||
Number of shares included in unit | 1 | ||||
Temporary Equity, Shares Issued | 27,600,000 | ||||
Class A common stock | Public Warrants | |||||
Class of Stock [Line Items] | |||||
Warrant or right included per unit description | three quarters of one Public Warrant | ||||
Number of shares issued upon exercise of warrant | 1 | ||||
Exercise price of warrant | $ 11.5 | ||||
Sponsor | Initial Private Placement Warrants | |||||
Class of Stock [Line Items] | |||||
Class of warrants or rights warrants issued during the period | 11,600,000 | 11,600,000 | |||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | ||||
Proceeds from private placement of warrants | $ 11,600,000 | $ 11,600,000 | |||
Sponsor | Additional Private Placement Warrants | |||||
Class of Stock [Line Items] | |||||
Class of warrants or rights warrants issued during the period | 1,440,000 | ||||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | $ 1 | |||
Proceeds from private placement of warrants | $ 1,440,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 18, 2021 | Oct. 08, 2021 |
Class of Stock [Line Items] | ||||
Proceeds from private placement of warrants | $ 1,440,000 | $ 11,600,000 | ||
Initial Private Placement Warrants | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 11,600,000 | |||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | |||
Private Placement Warrants | ||||
Class of Stock [Line Items] | ||||
Proceeds from private placement of warrants | $ 11,040,000 | |||
Private Placement Warrants | Class A common stock | ||||
Class of Stock [Line Items] | ||||
Number of shares issued upon exercise of warrant | 1 | |||
Exercise price of warrant | $ 11.5 | |||
Additional Private Placement Warrants | ||||
Class of Stock [Line Items] | ||||
Class of warrants or rights warrants issued during the period | 1,440,000 | |||
Class of warrants or rights warrants issued issue price per warrant | $ 1 | $ 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 | Feb. 10, 2021 | Oct. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 22, 2021 | Oct. 20, 2021 | Oct. 10, 2021 | ||
Related Party Transaction [Line Items] | |||||||||
Stock Issued During Period, Value, Issued for Services | [1],[2] | $ 25,000 | |||||||
Due to Related Parties | $ 0 | $ 0 | |||||||
Number of shares forfeited | 90,000 | ||||||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | $ 0 | ||||||||
Shares issued, price per share | $ 10 | ||||||||
Excess fair value of founder shares | $ 515,340 | ||||||||
Over allotment Option Vesting Period | 45 days | ||||||||
Related Party Loans | 0 | 0 | $ 0 | ||||||
Due to Related Parties, Current | 7,744 | 0 | $ 7,744 | ||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued, price per share | $ 10 | ||||||||
Over allotment Option Vesting Period | 45 days | ||||||||
Founder shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued, price per share | $ 4 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 90,000 | ||||||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | $ 486,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 5.4 | ||||||||
Founder shares [Member] | Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number Of Shares Subject To Forfeiture | 900,000 | ||||||||
Administrative Support Services [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due to Related Parties, Current | $ 7,744 | $ 0 | $ 7,744 | ||||||
Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common Stock, Shares, Outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | |||||
Sponsor [Member] | Founder shares [Member] | Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number Of Shares Subject To Forfeiture | 900,000 | ||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 250,000 | $ 250,000 | |||||||
Notes Payable, Related Parties, Current | 195,000 | $ 195,000 | |||||||
Debt Instrument, Term | 180 days | ||||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 1,500,000 | $ 1,500,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 1 | $ 1 | |||||||
Due to Related Parties | $ 0 | $ 0 | |||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 | ||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Notes Payable, Related Parties, Current | $ 195,000 | ||||||||
Sponsor [Member] | Administrative Support Services [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction Accrued Expenses | $ 25,000 | 120,000 | |||||||
Sponsor [Member] | Common Class B [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | $ 25,000 | |||||||
Sale of Stock, Price Per Share | $ 0.004 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 5,750,000 | ||||||||
Common Stock Dividends, Shares | 1,150,000 | ||||||||
Common Stock, Shares, Outstanding | 6,900,000 | 6,900,000 | |||||||
Common Stock, Other Shares, Outstanding | 900,000 | 900,000 | 0 | ||||||
Minimum Holding Period For Transfer Assignment Or Sale Of FoundeShares | 180 days | ||||||||
Mel G. Riggs, Charles W. Yates and Stephen Straty [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 360 | ||||||||
Mel G. Riggs, Charles W. Yates and Stephen Straty [Member] | Director [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 360 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 30,000 | ||||||||
Shares issued, price per share | $ 0.004 | ||||||||
[1]In October 2021, the Company effected a dividend of 1,150,000 shares of Class B common stock, which resulted in an aggregate of 6,900,000 shares of Class B common stock outstanding. All shares and associated amounts have been retroactively restated to reflect the share dividend (see Note 5).[2]This number includes up to 900,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). On October 22, 2021, the underwriters’ fully exercised their over-allotment option; thus, these shares are no longer subject to forfeiture. |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Oct. 22, 2021 | Oct. 18, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||||
Registration Payment Arrangement, Accrual Carrying Value | $ 25,000,000 | |||
Over allotment Option Vesting Period | 45 days | |||
Shares Issued Price Per Share | $ 10 | |||
Proceeds From Issuance Of Common Stock | $ 120 | $ 240 | ||
Over-Allotment Option [Member] | ||||
Loss Contingencies [Line Items] | ||||
Over allotment Option Vesting Period | 45 days | |||
Stock issued during period, shares, new issues | 3,600,000 | |||
Shares Issued Price Per Share | $ 10 | |||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock issued during period, shares, new issues | 3,600,000 | |||
Proceeds From Over Allotment Options | $ 36,000,000 | |||
Cash Underwriting Discount Per Share | $ 720,000 | $ 0.2 | ||
Payment Of Underwriting Discount | $ 0.2 | $ 4,800,000 | ||
Proceeds From Issuance Of Common Stock | 5,520,000 | |||
Deferred Underwriting Discount Per Share | 0.35 | |||
Deferred Underwriting Commission | $ 9,660,000 | |||
Maximum [Member] | Common Class A [Member] | Over-Allotment Option [Member] | ||||
Loss Contingencies [Line Items] | ||||
Stock issued during period, shares, new issues | 3,600,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - $ / shares | 12 Months Ended | |||
Oct. 22, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 18, 2021 | |
Class of Stock [Line Items] | ||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock shares issued | 0 | 0 | ||
Preferred stock shares outstanding | 0 | 0 | ||
Share Price | $ 18 | |||
Founder shares [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 90,000 | |||
IPO [Member] | ||||
Class of Stock [Line Items] | ||||
Temporary Equity, Shares Issued | 27,600,000 | |||
Over-Allotment Option [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 3,600,000 | |||
Over-Allotment Option [Member] | Founder shares [Member] | ||||
Class of Stock [Line Items] | ||||
Number Of Shares Subject To Forfeiture | 900,000 | |||
Share Price Equals Or Exceeds USD Eighteen Per Share | ||||
Class of Stock [Line Items] | ||||
Share Price | $ 18 | |||
Share Price Equal or Less Nine point Two Rupees per dollar | ||||
Class of Stock [Line Items] | ||||
Class of warrants, redemption notice period | 30 days | |||
Public Warrants | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |||
Warrants and Rights Outstanding, Term | 5 years | |||
Class of warrants or rights warrants issued during the period | 0 | |||
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock shares authorized | 500,000,000 | 500,000,000 | ||
Common stock shares issued | 0 | 0 | ||
Common stock shares outstanding | 0 | 0 | ||
Common stock voting rights | one | |||
Temporary Equity, Shares Issued | 27,600,000 | |||
Class A common stock | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar | ||||
Class of Stock [Line Items] | ||||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180% | |||
Class A common stock | Share Price Equal or Less Nine point Two Rupees per dollar | ||||
Class of Stock [Line Items] | ||||
Share Price | $ 9.2 | |||
Minimum Percentage Gross Proceeds Required From Issuance Of Equity | 60% | |||
Class of warrant or right, exercise price adjustment percentage higher of market value | 115% | |||
Class A common stock | Public Warrants | ||||
Class of Stock [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |||
Class A common stock | Public Warrants | Share Price Equals Or Exceeds USD Eighteen Per Share | ||||
Class of Stock [Line Items] | ||||
Share Price | $ 18 | |||
Class A common stock | Redemption Of Warrants | Share Price Equals Or Exceeds USD Eighteen Per Share | ||||
Class of Stock [Line Items] | ||||
Class of warrants, redemption price per unit | $ 0.01 | |||
Number of consecutive trading days for determining share price | 20 days | |||
Number of trading days for determining share price | 30 days | |||
Class B common stock | ||||
Class of Stock [Line Items] | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 50,000,000 | 50,000,000 | ||
Common stock shares issued | 6,900,000 | 6,900,000 | ||
Common stock shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | |
Common stock voting rights | one |
Income Tax - Summary Of Income
Income Tax - Summary Of Income Tax Provision (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Current | $ 0 | $ 786,913 |
Deferred | (143,833) | (158,362) |
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 143,833 | 158,362 |
Income tax provision | $ 0 | $ 786,913 |
Income Tax - Summary Of Deferre
Income Tax - Summary Of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Net operating loss carryforward | $ 0 | $ 36,563 |
Startup and organizational expenses | 302,194 | 107,270 |
Total deferred tax assets | 302,194 | 143,833 |
Valuation Allowance | (302,194) | (143,833) |
Deferred tax assets, net of allowance | $ 0 | $ 0 |
Income Tax - Schedule Of Effect
Income Tax - Schedule Of Effective Income Tax Rate (Details) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Statutory federal income tax rate | 21% | 21% |
Change in fair value of warrants | 0% | 0.05% |
Valuation allowance | 21% | 5.30% |
Income tax provision | 0% | 26.35% |
Income Tax - Additional Infor
Income Tax - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Valuation Allowance Change In Amount | $ 143,833 | $ 158,362 |
UNITED STATES | ||
Operating loss carryforwards | 174,108 | 0 |
Deferred Tax Asset Tax Contingencies [Member] | ||
Valuation Allowance Change In Amount | $ 143,833 | $ 158,362 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held-in-trust, Noncurrent | $ 284,892,172 | $ 281,523,974 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held-in-trust, Noncurrent | 284,892,172 | $ 281,523,974 |
Assets Held In Trust Withdrawal | $ 753,165 |