Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 18, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly 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 400 | |
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 | |
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 | 11,753,226 | |
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 $11.50 per share | |
Trading Symbol | BMAC WS | |
Security Exchange Name | NYSE | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 90,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 75,824 | $ 289,657 |
Prepaid expenses | 60,984 | 90,194 |
Total current assets | 136,808 | 379,851 |
Investments held in Trust Account | 287,938,283 | 284,892,172 |
Total Assets | 288,075,091 | 285,272,023 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 667,497 | 409,400 |
Income taxes payable | 1,019,086 | 389,913 |
Due to related party | 10,000 | 7,744 |
Total current liabilities | 1,696,583 | 807,057 |
Deferred underwriting commissions | 9,660,000 | 9,660,000 |
Total Liabilities | 11,356,583 | 10,457,057 |
Commitments and Contingencies (Note 6) | ||
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (10,086,133) | (9,670,748) |
Total Stockholders' Deficit | (10,085,443) | (9,670,058) |
Total Liabilities and Stockholders' Deficit | 288,075,091 | 285,272,023 |
Class A common stock [Member] | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, 27,600,000 shares at redemption value | 286,803,951 | 284,475,024 |
Stockholders' Deficit: | ||
Common stock value | 0 | 0 |
Class B common stock [Member] | ||
Stockholders' Deficit: | ||
Common stock value | $ 690 | $ 690 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 [Member] | ||
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 |
Class B common stock [Member] | ||
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 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating costs | $ 503,396 | $ 335,026 |
Loss from operations | (503,396) | (335,026) |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 3,046,111 | 23,404 |
Other income | 3,046,111 | 23,404 |
Income (Loss) before provision for income taxes | 2,542,715 | (311,622) |
Provision for income taxes | (629,173) | 0 |
Net income (loss) | $ 1,913,542 | $ (311,622) |
Common Class A [Member] | ||
Other income: | ||
Weighted average shares outstanding | 27,600,000 | 27,600,000 |
Basic net income (loss) per share | $ 0.06 | $ (0.01) |
Diluted net income (loss) per share | $ 0.06 | $ (0.01) |
Common Class B [Member] | ||
Other income: | ||
Weighted average shares outstanding | 6,900,000 | 6,900,000 |
Basic net income (loss) per share | $ 0.06 | $ (0.01) |
Diluted net income (loss) per share | $ 0.06 | $ (0.01) |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Additional Paid-in Capital [Member] | Stock Subscription Receivable [Member] | Accumulated Deficit [Member] | Class A common stock [Member] Common Stock [Member] | Class B common stock [Member] Common Stock [Member] |
Beginning Balance (Shraes) at Dec. 31, 2021 | 0 | 6,900,000 | ||||
Beginning Balance at Dec. 31, 2021 | $ (8,914,796) | $ 0 | $ (240) | $ (8,915,246) | $ 0 | $ 690 |
Stock Subscription Received from Issuance of Founder Shares to Directors | 240 | 240 | ||||
Net income (loss) | (311,622) | (311,622) | $ (249,298) | $ (62,324) | ||
Ending Balance (Shares) at Mar. 31, 2022 | 0 | 6,900,000 | ||||
Ending Balance at Mar. 31, 2022 | (9,226,178) | 0 | 0 | (9,226,868) | $ 0 | $ 690 |
Beginning Balance (Shraes) at Dec. 31, 2022 | 0 | 6,900,000 | ||||
Beginning Balance at Dec. 31, 2022 | (9,670,058) | 0 | 0 | (9,670,748) | $ 0 | $ 690 |
Remeasurement of Class A common stock subject to possible redemption | (2,328,927) | (2,328,927) | ||||
Net income (loss) | 1,913,542 | 1,913,542 | $ 1,530,834 | $ 382,708 | ||
Ending Balance (Shares) at Mar. 31, 2023 | 0 | 6,900,000 | ||||
Ending Balance at Mar. 31, 2023 | $ (10,085,443) | $ 0 | $ 0 | $ (10,086,133) | $ 0 | $ 690 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 1,913,542 | $ (311,622) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (3,046,111) | (23,404) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 29,210 | 15,553 |
Due to related party | 2,256 | 11,630 |
Accounts payable and accrued liabilities | 258,097 | 161,509 |
Income taxes payable | 629,173 | 0 |
Net cash used in operating activities | (213,833) | (146,334) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Independent Directors | 0 | 240 |
Net cash provided by financing activities | 0 | 240 |
Net Change in Cash | (213,833) | (146,094) |
Cash – Beginning of period | 289,657 | 899,056 |
Cash – End of period | 75,824 | 752,962 |
Non-Cash investing and financing activities: | ||
Remeasurement of Class A common stock to redemption value | $ 2,328,927 | $ 0 |
Organization, Business Operatio
Organization, Business Operations and Going Concern | 3 Months Ended |
Mar. 31, 2023 | |
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”) was incorporated in Delaware on February 10, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of March 31, 2023, the Company had not commenced any operations. Activities through March 31, 2023, were those necessary to identify a target company for a business combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company will generate non-operating Sponsor and Financing The Company’s sponsor is Black Mountain Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Sponsor acquired 6,900,000 shares of the Company’s Class B common stock (the “Founder Shares”) in exchange for a payment of $25,000 of deferred offering costs on behalf of the Company. On October 18, 2021, the Company consummated its Initial Public Offering generating gross proceeds to the Company of $240,000,000. Additionally, the Company completed the private sale of 13,040,000 warrants generating gross proceeds to the Company of $13,040,000 (such sale, the “Private Placement”). In connection with the Initial Public Offering, the underwriters were granted an option to purchase up to an additional 3,600,000 Units (as defined below) to cover over-allotments. 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”) at a price of $10.00 per unit, generating additional gross proceeds of $36,000,000. A total of $281,520,000 , Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $281,520,000 had been placed in the Trust Account, representing the redemption value of the Class A common stock sold in the Initial Public Offering, 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 The Company’s Second Amended and Restated Certificate of Incorporation (the “Amended Charter”) 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”) sold in the Initial Public Offering (the “Units”) that have been properly tendered in connection with a stockholder vote to amend the Amended Charter to affect the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 20 months from the closing of the Initial Public Offering (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within the Combination Period, which may be extended by one month each time on up to six occasions, for up to an additional six months (each, an “Extension Period”), but in no event to date later than 26 months from the closing of the Initial Public Offering; provided that (a) for each Extension Period, the Sponsor (or its affiliates or permitted designees) has deposited into the Trust Account an amount equal to the lesser of (x) $160,000 and (y) $0.04 per Public Share sold in the Initial Public Offering that is not redeemed immediately preceding such Extension Period in exchange for a non-interest bearing, (ii) there has been compliance with any applicable procedures relating to the Extension Period in the Amended and Restated Investment Management Trust Agreement, dated as of April 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, and in the Letter Agreement, dated as of October 13, 2021, by and among the Company, its officers and directors and the Sponsor. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s holders (the “Public Stockholders”) of the Public Shares . 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 net 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. 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 Amended Charter, if the Company is unable to complete the Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share 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 Going Concern and Liquidity As of March 31, 2023, the Company had $75,824 in its operating bank account and working capital deficit of $490,689 (excluding taxes payable from the Trust Account) The Company’s liquidity needs up to March 31, 2023 had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares to cover certain offering costs and the loan under an unsecured promissory note from the Sponsor of $195,000, and proceeds held outside of the Trust Account are available for working capital purposes. 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 (defined below) (see Note 5). As of March 31, 2023, there were no amounts outstanding under any Working Capital Loans. Based on the foregoing, management believes that the Company may not 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 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 condensed financial statements. Management continues to evaluate the impact of the COVID-19 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 any 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. In addition, a number of exceptions apply to this excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, this excise tax. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K 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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 condensed financial statements 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 $75,824 and $289,657, and no cash equivalents as of March 31, 2023 and December 31, 2022, respectively. Investments Held in Trust Account As of March 31, 2023 and December 31, 2022, the assets held in the Trust Account were held in marketable securities. At March 31, 2023 and December 31, 2022, the Company had $287,938,283 and $284,892,172 in marketable securities held in the Trust Account, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. 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 Deposit Insurance Corporation coverage limit of $250,000. As of March 31, 2023 and 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. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), approximates the carrying amounts represented in the condensed 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 Per Share of Common Stock Net income 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 March 31, 2023 and 2022, 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 per share of common share is the same as basic income per share of common stock for the periods. For the Three Months Ended Class A Class B Basic net income per share: Numerator: Allocation of net income $ 1,530,834 $ 382,708 Denominator: Weighted average shares outstanding 27,600,000 6,900,000 Basic net income per share $ 0.06 $ 0.06 For the Three Months Ended Class A Class B Basic net loss per share: Numerator: Allocation of net loss $ (249,298 ) $ (62,324 ) Denominator: Weighted average shares outstanding 27,600,000 6,900,000 Basic net loss per share $ (0.01 ) $ (0.01 ) Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 24.8% and 0.0% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Common Stock Subject to Possible Redemption All of the 27,600,000 shares of common stock sold as part of the Units in the Initial Public Offering (including the exercise of the over-allotment option) 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 effected by charges against additional paid in capital and accumulated deficit. Warrant Instruments The Company accounts for its warrants issued during the Initial Public Offering (the “Public Warrants”) and the warrants sold in connection with private placements consummated simultaneously with the consummation of the Initial Public Offering and the consummation of the underwriter’s exercise of the over-allotment option (the “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 offered in the Initial Public Offering. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Common Stock Subject to Possibl
Common Stock Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Common Stock Subject to Possible Redemption | Note 3— Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All of the 27,600,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering (including the exercise of the over-allotment option) 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 To the extent income in the Trust Account is available, the Company may withdraw funds from the Trust Account to pay taxes. From October 18, 2021 through March 31, 2023, the Company has withdrawn $753,165 to pay taxes. For the three months ended March 31, 2023 and 2022, no funds have been withdrawn from the Trust Account. As of March 31, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: 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 Remeasurement of carrying value to redemption value 2,328,927 Class A common stock subject to possible redemption, March 31, 2023 $ 286,803,951 |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Of Private Placement [Abstract] | |
Private Placement | Note 4—Private Placement 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 | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5—Related Party Transactions Founder Shares The Company’s Sponsor acquired 6,900,000 shares of Founder Shares prior to the Initial Public Offering. 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, Mel G. Riggs, Charles W. Yates and Stephen Straty, at their original purchase price (approximately $0.004 per share) or a total of $360. The excess of the fair value of the Founder Shares transferred ($515,340) over the original issuance price ($360) will be accounted for as director’s 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 until June 18, 2023 to consummate a business combination (subject to the Company’s options to extend pursuant to the Amended Charter), 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. Working Capital Loans 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 and Other 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 three months ended March 31, 2023 and 2022, the Company has incurred $30,000 of administrative service fees. Related parties paid certain operating expenses on the Company’s behalf. At March 31, 2023 and December 31, 2022, $10,000 and $7,744, respectively, is recorded in Due to Related Party on the accompanying balance sheets. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 $25 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 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 Deficit
Stockholder's Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 7—Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock 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 as-converted 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 volume weighted average trading price of our Class A common stock during the 20-day 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 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, warrant holders to exercise their warrants on a “cashless basis.” In the event any warrants are exercised on a “cashless basis,” each exercising warrant holder 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 warrant holder 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Note 8. Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: At March 31, 2023 and December 31, 2022, assets held in the Trust Account were comprised of $287,938,283 and $284,892,172 in money market funds which are invested primarily in U.S. Treasury Securities and are reported as a Level 1 valuation in the fair value hierarchy. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than below, that would have required adjustment or disclosure in the unaudited condensed financial statements. On April 10, 2023, the Company issued 6,810,000 shares of Class A common stock to the Sponsor, upon the conversion, at the Sponsor’s election, of an equal number of shares of Founder Shares held by the Sponsor (the “Conversion”). The 6,810,000 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the Founder Shares before the Conversion, including, among others, certain transfer restrictions, no redemption rights and the obligation to vote in favor of an initial business combination. Following the Conversion, there are 34,410,000 shares of Class A common stock issued and outstanding and 90, Founder Shares issued and outstanding. As a result of the Conversion, the Sponsor holds 19.8% of the outstanding shares of Class A common stock. On April 14, 2023, the Company’s stockholders approved and adopted the Amended Charter to (i) extend the date by which the Company has to consummate an Initial Business Combination from April 18, 2023 to June 18, 2023 (the “New Termination Date” and such extension, the “Initial Extension”) and (ii) allow the Company’s board of directors, without another stockholder vote, to elect to extend the New Termination Date up to six times for an additional one month each time (each, an “Extension Period”) by depositing into the Trust Account, for each Extension Period, an amount equal to the lesser of (x) $160,000 and (y) $0.04 for each share of the Company’s Class A common stock issued as part of the units sold in the Initial Public Offering that is not redeemed in connection with the applicable special meeting of stockholders (the “Special Meeting”), If the Company consummates an Initial Business Combination, it will repay the loans out of the proceeds of the Trust Account or, at the option of the Sponsor, convert all or a portion of the loans into warrants for $1.00 per warrant, which warrants will be identical to the warrants issued by the Company in a private placement in connection with the Company’s Initial Public Offering. If the Company does not consummate an Initial Business Combination, the Company will repay the loans only from funds held outside of the Trust Account. In connection with the Special Meeting, stockholders was The funds in the Trust Account have, since our Initial Public Offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 |
Significant Accounting Polici_2
Significant Accounting Policies (Polices) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K |
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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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 condensed financial statements 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 $75,824 and $289,657, and no cash equivalents as of March 31, 2023 and December 31, 2022, respectively. |
Investments Held In Trust Account | Investments Held in Trust Account As of March 31, 2023 and December 31, 2022, the assets held in the Trust Account were held in marketable securities. At March 31, 2023 and December 31, 2022, the Company had $287,938,283 and $284,892,172 in marketable securities held in the Trust Account, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. |
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 Deposit Insurance Corporation coverage limit of $250,000. As of March 31, 2023 and 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), approximates the carrying amounts represented in the condensed 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 Per Share of Common Stock | Net Income Per Share of Common Stock Net income 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 March 31, 2023 and 2022, 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 per share of common share is the same as basic income per share of common stock for the periods. For the Three Months Ended Class A Class B Basic net income per share: Numerator: Allocation of net income $ 1,530,834 $ 382,708 Denominator: Weighted average shares outstanding 27,600,000 6,900,000 Basic net income per share $ 0.06 $ 0.06 For the Three Months Ended Class A Class B Basic net loss per share: Numerator: Allocation of net loss $ (249,298 ) $ (62,324 ) Denominator: Weighted average shares outstanding 27,600,000 6,900,000 Basic net loss per share $ (0.01 ) $ (0.01 ) |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 24.8% and 0.0% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 27,600,000 shares of common stock sold as part of the Units in the Initial Public Offering (including the exercise of the over-allotment option) 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 effected by charges against additional paid in capital and accumulated deficit. |
Warrant Instruments | Warrant Instruments The Company accounts for its warrants issued during the Initial Public Offering (the “Public Warrants”) and the warrants sold in connection with private placements consummated simultaneously with the consummation of the Initial Public Offering and the consummation of the underwriter’s exercise of the over-allotment option (the “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 offered in the Initial Public Offering. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Summary of Forfeiture are excluded from the calculation of weighted average shares outstanding | For the Three Months Ended Class A Class B Basic net income per share: Numerator: Allocation of net income $ 1,530,834 $ 382,708 Denominator: Weighted average shares outstanding 27,600,000 6,900,000 Basic net income per share $ 0.06 $ 0.06 For the Three Months Ended Class A Class B Basic net loss per share: Numerator: Allocation of net loss $ (249,298 ) $ (62,324 ) Denominator: Weighted average shares outstanding 27,600,000 6,900,000 Basic net loss per share $ (0.01 ) $ (0.01 ) |
Common Stock Subject to Possi_2
Common Stock Subject to Possible Redemption (Table) | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Summary of temporary equity | As of March 31, 2023 and December 31, 2022, the shares of Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: 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 Remeasurement of carrying value to redemption value 2,328,927 Class A common stock subject to possible redemption, March 31, 2023 $ 286,803,951 |
Organization, Business Operat_2
Organization, Business Operations and Going Concern - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Oct. 22, 2021 | Oct. 18, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Oct. 21, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
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 | 20 months | ||||||
Cash | $ 75,824 | $ 289,657 | |||||
Working capital deficit | 490,689 | ||||||
Due to related parties | 0 | ||||||
Proceeds from issuance of common stock | 0 | $ 240 | |||||
Payments to acquire restricted investments | $ 281,520,000 | ||||||
Inflation Reduction Act of 2022 [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Percentage of excise tax rate | 1% | ||||||
Percentage of excise tax rate of fair market value of shares repurchased | 1% | ||||||
Sponsor [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Deposited into the Trust Account | 160,000 | ||||||
Sponsor [Member] | Promissory Note [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from issuance of promissory note to related party | 195,000 | ||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Due to related parties | $ 0 | ||||||
Minimum [Member] | |||||||
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% | ||||||
Initial Private Placement Warrants [Member] | Sponsor [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Class of warrants or rights warrants issued during the period | 13,040,000 | ||||||
Proceeds from private placement of warrants | $ 13,040,000 | ||||||
Private Placement Warrants [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Payments to acquire restricted investments | 11,040,000 | ||||||
IPO [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Proceeds from initial public offering gross | $ 240,000,000 | ||||||
Sale of Stock, Price Per Share | $ 0.04 | ||||||
Payments to acquire restricted investments | $ 270,480,000 | ||||||
Over-Allotment Option [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Unit price per share | $ 10 | $ 10 | |||||
Additional units that can be purchased to cover over-allotments | 3,600,000 | ||||||
Stock issued during period, shares, new issues | 3,600,000 | ||||||
Proceeds from issuance of common stock | $ 36,000,000 | ||||||
Class A common stock [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Temporary equity, carrying amount, attributable to parent | $ 286,803,951 | $ 281,520,000 | $ 284,475,024 | ||||
Class A common stock [Member] | IPO [Member] | 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 [Member] | Sponsor [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Stock issued during period, value, issued for services | $ 25,000 | ||||||
Stock Issued During Period, Shares, Issued for Services | 6,900,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule Of Significant Accounting Policies (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Allocation of net income (loss) | $ 1,913,542 | $ (311,622) |
Common Class A [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average shares outstanding | 27,600,000 | 27,600,000 |
Basic net income (loss) per share | $ 0.06 | $ (0.01) |
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) | $ 1,530,834 | $ (249,298) |
Weighted average shares outstanding | 27,600,000 | 27,600,000 |
Basic net income (loss) per share | $ 0.06 | $ (0.01) |
Common Class B [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average shares outstanding | 6,900,000 | 6,900,000 |
Basic net income (loss) per share | $ 0.06 | $ (0.01) |
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) | $ 382,708 | $ (62,324) |
Weighted average shares outstanding | 6,900,000 | 6,900,000 |
Basic net income (loss) per share | $ 0.06 | $ (0.01) |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | |||
Cash | $ 75,824 | $ 289,657 | |
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | 0 | |
Unrecognized Tax Benefits | $ 0 | 0 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | 0 | |
Investments held in Trust Account | 287,938,283 | 284,892,172 | |
Cash In Fixed Depository Insurance Coverage Amount | $ 250,000 | $ 250,000 | |
Effective Income Tax Rate Reconciliation, Percent | 24.80% | 0% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | |
IPO [Member] | |||
Accounting Policies [Line Items] | |||
Temporary Equity, Shares Issued | 27,600,000 |
Common Stock Subject to Possi_3
Common Stock Subject to Possible Redemption - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Cash withdrwan from trust account to pay for income taxes | $ 0 | $ 0 | $ 753,165 |
IPO [Member] | |||
Temporary Equity [Line Items] | |||
Temporary Equity, Shares Issued | 27,600,000 |
Common Stock Subject to Possi_4
Common Stock Subject to Possible Redemption - Summary of Temporary Equity (Detail) - Common Class A [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||
Class A common stock subject to possible redemption | $ 286,803,951 | $ 284,475,024 | $ 281,520,000 |
Remeasurement of carrying value to redemption value | $ 2,328,927 | $ 2,955,024 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 11 Months Ended | ||||
Mar. 31, 2023 | Feb. 10, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Due to Related Parties | $ 0 | $ 0 | ||||
Number of shares forfeited | 90,000 | |||||
Shares Issued, Value, Share-based Payment Arrangement, Forfeited | 0 | |||||
Excess fair value of founder shares | $ 515,340 | |||||
Due to Related Parties, Current | 10,000 | 10,000 | $ 7,744 | |||
Founder shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
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 | |||||
Administrative Support Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Related Parties, Current | 10,000 | $ 10,000 | $ 7,744 | |||
BMAC Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services | 6,900,000 | |||||
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 | ||||
Sponsor [Member] | Administrative Support Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction Accrued Expenses | 30,000 | $ 30,000 | $ 10,000 | |||
Sponsor [Member] | Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||
Stock Issued During Period, Shares, Issued for Services | 6,900,000 | |||||
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 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) | Oct. 22, 2021 | Mar. 31, 2023 |
Loss Contingencies [Line Items] | ||
Registration Payment Arrangement, Accrual Carrying Value | $ 25,000,000 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Deferred Underwriting Discount Per Share | $ 0.35 | |
Deferred Underwriting Commission | $ 9,660,000 |
Stockholder's Deficit - Additio
Stockholder's Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | |
Class of warrants, redemption notice period | 30 days | |
Share Price Equals Or Exceeds USD Eighteen Per Share [Member] | ||
Class of Stock [Line Items] | ||
Share Price | $ 18 | |
Public Warrants [Member] | ||
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 [Member] | ||
Class of Stock [Line Items] | ||
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 |
Common stock voting rights | one | |
Temporary Equity, Shares Issued | 27,600,000 | |
Class A common stock [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | ||
Class of Stock [Line Items] | ||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180% | |
Class A common stock [Member] | Share Price Equal or Less Nine point Two Rupees per dollar [Member] | ||
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 [Member] | Public Warrants [Member] | Share Price Equals Or Exceeds USD Eighteen Per Share [Member] | ||
Class of Stock [Line Items] | ||
Share Price | $ 18 | |
Class A common stock [Member] | Redemption Of Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | ||
Class of Stock [Line Items] | ||
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Class A common stock [Member] | Redemption Of Warrants [Member] | Share Price Equals Or Exceeds USD Eighteen Per Share [Member] | ||
Class of Stock [Line Items] | ||
Class of warrants, redemption price per unit | $ 0.01 | |
Class B common stock [Member] | ||
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 |
Common stock voting rights | one |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held-in-trust, Noncurrent | $ 287,938,283 | $ 284,892,172 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held-in-trust, Noncurrent | $ 287,938,283 | $ 284,892,172 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Apr. 15, 2023 | Apr. 14, 2023 | Apr. 10, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Public Share Price Per Share | $ 0.04 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Public Stock exercised their right to redeem such shares | 22,656,774 | ||||
Public Stock exercised their right to redeem such Amount | $ 235,700,000 | ||||
Public Stock exercised their right to redeem such per share | $ 10.4 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Public Share Price Per Share | $ 0.04 | ||||
Warrant [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
loans into warrants price | $ 1 | ||||
Common Class A [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares issued | 0 | 0 | |||
Common stock shares outstanding | 0 | 0 | |||
Public Stock exercised their right to redeem such per share | $ 0.0001 | $ 0.0001 | |||
Common Class A [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares issued | 34,410,000 | ||||
Common stock shares outstanding | 34,410,000 | ||||
Percentage of outstanding shares | 19.80% | ||||
Founder shares [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares issued | 90 | ||||
Common stock shares outstanding | 90 | ||||
Sponsor [Member] | |||||
Subsequent Event [Line Items] | |||||
Deposited into the Trust Account | $ 160,000 | ||||
Sponsor [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Deposited into the Trust Account | $ 160,000 | ||||
Sponsor [Member] | Promissory Note [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Deposited into the Trust Account | 320,000 | ||||
Debt Instrument, Face Amount | $ 320,000 | ||||
Sponsor [Member] | Common Class A [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares issued | 6,810,000 |