Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-40583 | ||
Entity Registrant Name | AltC Acquisition Corp. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2292473 | ||
Entity Address, Address Line One | 640 Fifth Avenue, 12th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address State Or Province | NY | ||
Entity Address, Postal Zip Code | 10019 | ||
City Area Code | 212 | ||
Local Phone Number | 380-7500 | ||
Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 per share | ||
Trading Symbol | ALCC | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 482,500,000 | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Entity Central Index Key | 0001849056 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information | |||
Entity Common Stock, Shares Outstanding | 51,450,000 | ||
Class B Common Stock | |||
Document Information | |||
Entity Common Stock, Shares Outstanding | 12,500,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 3,577,359 | $ 3,337,050 |
Prepaid expenses | 420,828 | 840,706 |
Total current assets | 3,998,187 | 4,177,756 |
Prepaid expenses- long term | 415,828 | |
Marketable securities held in Trust Account | 506,140,080 | 500,125,470 |
TOTAL ASSETS | 510,138,267 | 504,719,054 |
Current liabilities: | ||
Accrued expenses | 303,257 | 295,258 |
Accrued offering costs | 12,770 | |
Income taxes payable | 1,180,272 | 2,416 |
Total current liabilities | 1,483,529 | 310,444 |
Deferred tax liability | 294,084 | |
Deferred legal fee | 118,715 | 92,441 |
Deferred underwriting fee payable | 17,500,000 | 17,500,000 |
Total liabilities | 19,396,328 | 17,902,885 |
Commitments and contingencies | ||
Stockholders' deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at December 31, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (13,804,143) | (13,185,226) |
Total stockholders' deficit | (13,802,748) | (13,183,831) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 510,138,267 | 504,719,054 |
Class A Common Stock | ||
Stockholders' deficit | ||
Common stock | 145 | 145 |
Class A Common Stock Subject to Possible Redemption | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, 50,000,000 shares at redemption value of approximately $10.09 and $10.00 at December 31, 2022 and December 31, 2021, respectively | 504,544,687 | 500,000,000 |
Class B Common Stock | ||
Stockholders' deficit | ||
Common stock | $ 1,250 | $ 1,250 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Class A Common Stock Subject to Possible Redemption | ||
Class A common stock subject to possible redemption, Outstanding (in shares) | 50,000,000 | 50,000,000 |
Class A common stock subject to possible redemption, Redemption value (per share) | $ 10.09 | $ 10 |
Class A Common Stock Not Subject to Redemption | ||
Common stock, shares issued | 1,450,000 | 1,450,000 |
Common stock, shares outstanding | 1,450,000 | 1,450,000 |
Class B Common Stock | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 12,500,000 | 12,500,000 |
Common stock, shares outstanding | 12,500,000 | 12,500,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation and operational costs | $ 1,179,760 | $ 1,809,484 |
Loss from operations | (1,179,760) | (1,809,484) |
Other income (expense): | ||
Interest earned on marketable securities held in Trust Account | 117,677 | 7,277,660 |
Unrealized (loss) gain on marketable securities held in Trust Account | 7,793 | (68,050) |
Other income (expense), net | 125,470 | 7,209,610 |
Income (loss) before provision for income taxes | (1,054,290) | 5,400,126 |
Provision for income taxes | (2,416) | (1,474,356) |
Net income (loss) | $ (1,056,706) | $ 3,925,770 |
Class A Common Stock | ||
Other income (expense): | ||
Weighted average number of shares outstanding, basic | 28,476,821 | 50,000,000 |
Weighted average number of shares outstanding, diluted | 28,476,821 | 50,000,000 |
Basic net income (loss) per share | $ (0.03) | $ 0.06 |
Diluted net income (loss) per share | $ (0.03) | $ 0.06 |
Class A Common Stock Subject to Possible Redemption | ||
Other income (expense): | ||
Weighted average number of shares outstanding, basic | 28,476,821 | 50,000,000 |
Weighted average number of shares outstanding, diluted | 28,476,821 | 50,000,000 |
Basic net income (loss) per share | $ (0.03) | $ 0.06 |
Diluted net income (loss) per share | $ (0.03) | $ 0.06 |
Class A Common Stock Not Subject to Redemption | ||
Other income (expense): | ||
Weighted average number of shares outstanding, basic | 12,787,748 | 13,950,000 |
Weighted average number of shares outstanding, diluted | 12,787,748 | 13,950,000 |
Basic net income (loss) per share | $ (0.03) | $ 0.06 |
Diluted net income (loss) per share | $ (0.03) | $ 0.06 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Class A Common Stock Common Stock | Class B Common Stock Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Jan. 31, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Jan. 31, 2021 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of Class B common stock to Sponsor | $ 1,250 | 23,750 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in shares) | 12,500,000 | ||||
Sale of 1,450,000 Private Placement Shares | $ 145 | 14,499,855 | 14,500,000 | ||
Sale of 1,450,000 Private Placement Shares (in shares) | 1,450,000 | ||||
Re-measurement for Class A common stock to redemption amount | $ (14,523,605) | (12,128,520) | (26,652,125) | ||
Net income (loss) | (1,056,706) | (1,056,706) | |||
Balance at the end at Dec. 31, 2021 | $ 145 | $ 1,250 | (13,185,226) | (13,183,831) | |
Balance at the end (in shares) at Dec. 31, 2021 | 1,450,000 | 12,500,000 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Issuance of Class B common stock to Sponsor | 25,000 | ||||
Re-measurement for Class A common stock to redemption amount | (4,544,687) | (4,544,687) | |||
Net income (loss) | 3,925,770 | 3,925,770 | |||
Balance at the end at Dec. 31, 2022 | $ 145 | $ 1,250 | $ (13,804,143) | $ (13,802,748) | |
Balance at the end (in shares) at Dec. 31, 2022 | 1,450,000 | 12,500,000 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) | Dec. 31, 2021 shares |
Private Placement Warrants | |
Sale of private placement shares | 1,450,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (1,056,706) | $ 3,925,770 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (117,677) | (7,277,660) |
Unrealized gain on marketable securities held in Trust Account | (7,793) | 68,050 |
Deferred tax provision (benefit) | 294,084 | |
Offering costs | 168,415 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (1,256,534) | 835,706 |
Accrued expenses | 387,699 | 21,503 |
Income taxes payable | 2,416 | 1,177,856 |
Net cash used in operating activities | (1,880,180) | (954,691) |
Cash flows from investing activities: | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | 195,000 | |
Cash withdrawn from Trust Account for working capital purposes | 1,000,000 | |
Investment of cash into Trust Account | (500,000,000) | |
Net cash provided by (used in) investing activities | (500,000,000) | 1,195,000 |
Cash flows from financing activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from sale of Units, net of underwriting discounts paid | 491,420,000 | |
Proceeds from sale of Private Placement Shares | 14,500,000 | |
Proceeds from promissory note - related party | 500,000 | |
Repayment of promissory note - related party | (500,000) | |
Payment of offering costs | (727,770) | |
Net cash provided by financing activities | 505,217,230 | |
Net change in cash | 3,337,050 | 240,309 |
Cash - Beginning of period | 3,337,050 | |
Cash - End of period | 3,337,050 | 3,577,359 |
Supplemental cash flow information: | ||
Cash paid for income taxes | $ 3,128 | |
Non-cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 12,770 | |
Deferred underwriting fee payable | $ 17,500,000 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AltC Acquisition Corp. (the “Company”) was incorporated in Delaware on February 1, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 1, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the securities held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on July 7, 2021. On July 12, 2021, the Company consummated the Initial Public Offering of 50,000,000 shares (the “Public Shares”) of Class A common stock, which includes the full exercise by the underwriters of their over-allotment option in the amount of 5,000,000 Public Shares, at $10.00 per Public Share, generating gross proceeds of $500,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,450,000 shares of Class A common stock (each, a “Private Placement Share” and, collectively, the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share in a private placement to AltC Sponsor LLC (the “Sponsor”), an affiliate of M. Klein and Company, LLC, generating gross proceeds to the Company of $14,500,000, which is described in Note 4. Transaction costs amounted to $26,652,125, consisting of $8,580,000 of underwriting discount, net of $1,420,000 reimbursed from the underwriters, $17,500,000 of deferred underwriting discount and $572,125 of other offering costs. Following the closing of the Initial Public Offering on July 12, 2021, an amount of $500,000,000 ($10.00 per Public Share) from the net proceeds of the sale of the Public Shares in the Initial Public Offering and the sale of the Private Placement Shares was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to the Company to fund working capital requirements, subject to an annual limit of $1,000,000, and to pay its tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding net of amounts disbursed to management for working capital purposes, if applicable, taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares in connection with a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest, net of permitted withdrawals).The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity upon completion of the Initial Public Offering in accordance with Accounting Standard Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law or stock exchange requirements and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and its permitted transferees have agreed to vote their Founder Shares (as defined in Note 5), Private Placement Shares and any Public Shares acquired during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, public stockholders may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Private Placement Shares and the Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if the Company fails to consummate a Business Combination within the Combination Window (as defined below) and (c) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem one hundred percent (100)% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination by July 12, 2023 (or October 12, 2023 if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by July 12, 2023) (the “Combination Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Window. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Public Share ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement, reduce the amount of funds on deposit in the Trust Account to below (i) $10.00 per Public Share or (ii) the amount per Public Share held in the Trust Account as of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of permitted withdrawals. This liability will not apply with respect to any claims by a third party that executed a waiver of any and all rights to seek access to the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Company due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources and Going Concern As of December 31, 2022, we had cash of $3,577,359 and working capital of $3,815,967 (after adding back $1,595,393 in franchise tax payable and income taxes payable as these liabilities, which is included in accrued expenses in the accompanying balance sheet and income taxes payable which both are allowed to be settled using the trust account). The Company’s liquidity needs up to December 31, 2022 were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (Note 5), a loan of $500,000 under an unsecured and noninterest bearing promissory note (the full outstanding balance of which was repaid on July 12, 2021) – related party (Note 5), and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. Additionally, to fund working capital the Company has permitted withdrawals available up to an annual limit of $1,000,000, in addition to available interest to pay any tax liabilities. These permitted withdrawals are limited to only the interest available that has been earned in excess of the initial deposit at the Initial Public Offering. As of December 31, 2022, we have withdrawn the annual limit of $1,000,000 from interest earned from the Trust Account for working capital purposes; therefore, there are no further withdrawals available for 2022 for working capital purposes. For the year period from February 1, 2021 (inception) through December 31, 2021, the Company did not withdrawal any funds from the trust for working capital purposes. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements- Going Concern, the Company has until July 12, 2023 (or by October 12, 2023, if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by July 12, 2023) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not obtained by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 12, 2023 (or by October 12, 2023, if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination by July 12, 2023). The Company intends to complete a Business Combination before the mandatory liquidation date. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target business, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Additionally, in February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. 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. In addition, a number of exceptions apply to this excise tax. The U.S. Department of the Treasury (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. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change. Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by us, in connection with a business combination, extension vote or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the trust account could be used to pay any excise tax owed by us in the event we are unable to complete a business combination in the required time and redeem 100% of our remaining Class A common stock in accordance with our amended and restated certificate of incorporation, in which case the amount that would otherwise be received by our public stockholders in connection with our liquidation would be reduced. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are 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 Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 registration statement under the Securities Act 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Reclassification Certain prior period amounts have been reclassified to conform to the current period financial statement presentation, deferred legal fees of $92,441 were reclassified out of accrued expenses and presented as its own line item on the balance sheet for the year ended December 31, 2021. The reclassification had no effect on the previously reported total assets, total liabilities, stockholders’ deficit, net income or cash flows. 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 did not have any cash equivalents as of December 31, 2022 and 2021. Marketable Securities Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. During the year ended December 31, 2022, the Company withdrew $1,000,000 and $195,000 of available interest for working capital purposes and obligations, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets 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 shown in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2022 and December 31, 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 500,000,000 Less: Class A common stock issuance costs (26,652,125) Plus: Re-Measurement of carrying value to redemption value 26,652,125 Class A common stock subject to possible redemption, December 31, 2021 $ 500,000,000 Plus: Re-Measurement of carrying value to redemption value 4,544,687 Class A common stock subject to possible redemption, December 31, 2022 $ 504,544,687 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the 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 December 31, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 27.3% and 0.23% year ended December 31, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2022 and 2021, due to changes in the valuation allowance on the deferred tax assets and penalties and interest in connection with Delaware Franchise Tax. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction and is subject to taxation. 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. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs amounted to $26,652,125, which were charged to stockholders’ equity upon the completion of the Initial Public Offering. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board ASC 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the period from February 1, 2021 (Inception) Year Ended December 31, Through December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,069,406 $ 856,364 $ (729,236) $ (327,470) Denominator: Basic and diluted weighted average shares outstanding 50,000,000 13,950,000 28,476,821 12,787,748 Basic and diluted net income (loss) per common share $ 0.06 $ 0.06 $ (0.03) $ (0.03) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
PUBLIC OFFERING | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 50,000,000 Public Shares, which includes the full exercise by the underwriters of their option to purchase an additional 5,000,000 shares, at a price of $10.00 per Public Share (see Note 7). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,450,000 Private Placement Shares, at a price of $10.00 per Private Placement Share, for an aggregate purchase price of $14,500,000, in a private placement. The proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Window, the proceeds from the sale of the Private Placement Shares will be used to fund the redemption of the public shares (subject to the requirements of applicable law). |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In March 2021, the Sponsor purchased 43,125,000 shares of the Company’s Class B common stock for an aggregate price of $25,000 (the “Founder Shares”). On March 9, 2021, the Sponsor forfeited 14,375,000 Founder Shares for no consideration, resulting in an aggregate of 28,750,000 Founder Shares outstanding. On July 7, 2021, the Sponsor surrendered 16,250,000 Founder Shares for no consideration, resulting in an aggregate of 12,500,000 Founder Shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share forfeiture. The Founder Shares included an aggregate of up to 1,250,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part. As a result of the underwriters’ election to fully exercise their over-allotment option, no Founder Shares are currently subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one twenty thirty one hundred fifty Administrative Services Agreement The Company entered into an agreement, commencing on July 8, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company will pay an affiliate of the Sponsor a total of $30,000 per month for office space, administrative and support services. For the year ended December 31, 2022, the Company incurred and paid $360,000 in fees for these services. For the period from February 1, 2021 (inception) through December 31, 2021, the Company incurred and paid $173,225 in fees for these services. Advisory Fee The Company may engage M. Klein and Company, LLC, an affiliate of the Sponsor, or another affiliate of the Sponsor, as its lead financial advisor in connection with a Business Combination and may pay such affiliate a customary financial advisory fee in an amount that constitutes a market standard financial advisory fee for comparable transactions. There were no fees incurred for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021. Promissory Note — Related Party On March 4, 2021, the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $500,000 was repaid at the closing of the Initial Public Offering on July 12, 2021. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of the Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into shares of the post-business combination entity at a price of $10.00 per share. These shares would be identical to the Private Placement Shares. No Working Capital Loans were outstanding as of December 31, 2022 and 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on July 7, 2021, the holders of the Founder Shares, the Private Placement Shares and shares of Class A common stock that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders of these securities have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement. Underwriting Agreement The underwriters were entitled to a cash underwriting discount of $0.20 per Public Share, or $10,000,000 in the aggregate, payable upon the closing of the Initial Public Offering (of which the underwriters received $8,580,000, which is net of $1,420,000 reimbursed fees from the underwriters). In addition, the underwriters will be entitled to a deferred fee of $0.35 per Public Share, or $17,500,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement. Legal Fees As of December 31, 2022, the Company, upon the consummation of an initial Business Combination will be required to pay legal fees in the amount of $118,715 which is reflected on Company’s balance sheet at the year ended December 31, 2022. For the year ended December 31, 2022, the Company incurred $26,273 of contingent legal fees. For the period from February 1, 2021 (inception) through December 31, 2021, the Company incurred $92,441 of contingent legal fees. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS' DEFICIT | |
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Holders of Class B common stock will have the right to elect all of the Company’s directors prior to a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (excluding the Private Placement Shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed in connection with a Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination in consideration for such seller’s interest in the business combination target and any Private Placement Shares issued upon the conversion of Working Capital Loans made to the Company. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAX | |
INCOME TAX | NOTE 8 — INCOME TAX The Company’s net deferred tax assets (liabilities) for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021 is as follows: December 31, December 31, 2022 2021 Deferred tax assets (liabilities) Startup organizational expenses $ 562,030 $ 226,165 Unrealized gain on marketable securities (294,084) (2,348) Total deferred tax assets 267,946 223,817 Valuation allowance (562,030) (223,817) Deferred tax assets (liabilities), net of valuation allowance $ (294,084) $ — The income tax provision for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021 consists of the following: December 31, December 31, 2022 2021 Federal Current $ 1,180,272 $ 2,416 Deferred (44,129) (223,817) State and Local Current — — Deferred — — Change in valuation allowance 338,213 223,817 Income tax provision $ 1,474,356 $ 2,416 As of December 31, 2022 and 2021, the Company did not have any of U.S. federal and state net operating loss carryovers available to offset future taxable income. 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 period from , the change in the valuation allowance was $223,817 . For the year ended December 31, 2022, the change in the valuation allowance was $338,213 . A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2022 and for the period from February 1, 2021 (inception) through December 31, 2021 at December 31, 2021 is as follows: December 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Valuation allowance 6.3 % (21.2) % Income tax provision 27.3 % (0.2) % The Company files income tax returns in the U.S. federal jurisdiction 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. The Company considers New York to be a significant state tax jurisdiction. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2022 2021 Assets: Marketable securities held in Trust Account 1 $ 506,140,080 $ 500,125,470 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are 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 Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding 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 registration statement under the Securities Act 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Reclassification | Reclassification Certain prior period amounts have been reclassified to conform to the current period financial statement presentation, deferred legal fees of $92,441 were reclassified out of accrued expenses and presented as its own line item on the balance sheet for the year ended December 31, 2021. The reclassification had no effect on the previously reported total assets, total liabilities, stockholders’ deficit, net income or cash flows. |
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 did not have any cash equivalents as of December 31, 2022 and 2021. |
Marketable Securities Held in the Trust Account | Marketable Securities Held in Trust Account At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. During the year ended December 31, 2022, the Company withdrew $1,000,000 and $195,000 of available interest for working capital purposes and obligations, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets 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 shown in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At December 31, 2022 and December 31, 2021, the Class A common stock reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 500,000,000 Less: Class A common stock issuance costs (26,652,125) Plus: Re-Measurement of carrying value to redemption value 26,652,125 Class A common stock subject to possible redemption, December 31, 2021 $ 500,000,000 Plus: Re-Measurement of carrying value to redemption value 4,544,687 Class A common stock subject to possible redemption, December 31, 2022 $ 504,544,687 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the 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 December 31, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 27.3% and 0.23% year ended December 31, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2022 and 2021, due to changes in the valuation allowance on the deferred tax assets and penalties and interest in connection with Delaware Franchise Tax. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company has identified the United States as its only “major” tax jurisdiction and is subject to taxation. 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. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs amounted to $26,652,125, which were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board ASC 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from net income (loss) per common share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the period from February 1, 2021 (Inception) Year Ended December 31, Through December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,069,406 $ 856,364 $ (729,236) $ (327,470) Denominator: Basic and diluted weighted average shares outstanding 50,000,000 13,950,000 28,476,821 12,787,748 Basic and diluted net income (loss) per common share $ 0.06 $ 0.06 $ (0.03) $ (0.03) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of reconciliation of Class A common stock reflected in the condensed balance sheets | Gross proceeds $ 500,000,000 Less: Class A common stock issuance costs (26,652,125) Plus: Re-Measurement of carrying value to redemption value 26,652,125 Class A common stock subject to possible redemption, December 31, 2021 $ 500,000,000 Plus: Re-Measurement of carrying value to redemption value 4,544,687 Class A common stock subject to possible redemption, December 31, 2022 $ 504,544,687 |
Schedule of calculation of basic and diluted net income (loss) per common share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): For the period from February 1, 2021 (Inception) Year Ended December 31, Through December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per common share Numerator: Allocation of net income (loss), as adjusted $ 3,069,406 $ 856,364 $ (729,236) $ (327,470) Denominator: Basic and diluted weighted average shares outstanding 50,000,000 13,950,000 28,476,821 12,787,748 Basic and diluted net income (loss) per common share $ 0.06 $ 0.06 $ (0.03) $ (0.03) |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAX | |
Schedule of net deferred tax assets | December 31, December 31, 2022 2021 Deferred tax assets (liabilities) Startup organizational expenses $ 562,030 $ 226,165 Unrealized gain on marketable securities (294,084) (2,348) Total deferred tax assets 267,946 223,817 Valuation allowance (562,030) (223,817) Deferred tax assets (liabilities), net of valuation allowance $ (294,084) $ — |
Schedule of income tax provision | December 31, December 31, 2022 2021 Federal Current $ 1,180,272 $ 2,416 Deferred (44,129) (223,817) State and Local Current — — Deferred — — Change in valuation allowance 338,213 223,817 Income tax provision $ 1,474,356 $ 2,416 |
Schedule of reconciliation of the federal income tax rate to the effective tax rate | December 31, December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Valuation allowance 6.3 % (21.2) % Income tax provision 27.3 % (0.2) % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | |
Schedule of measured at fair value on a recurring basis | December 31, December 31, Description Level 2022 2021 Assets: Marketable securities held in Trust Account 1 $ 506,140,080 $ 500,125,470 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) | 11 Months Ended | 12 Months Ended | |
Jul. 12, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) item $ / shares shares | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Condition for future business combination number of businesses minimum | item | 1 | ||
Proceeds from sale of Private Placement Shares | $ 14,500,000 | ||
Transaction costs | $ 26,652,125 | ||
Underwriting discount fees | 8,580,000 | ||
Deferred underwriting fee payable | 17,500,000 | 17,500,000 | |
Other offering costs | 572,125 | ||
Reimbursed fees | $ 1,420,000 | ||
Investment of cash into trust account | 500,000,000 | ||
Condition for future business combination use of proceeds percentage | 80 | ||
Condition for future business combination threshold percentage ownership | 50 | ||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | ||
Redemption limit percentage without prior consent | 15 | ||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | ||
Redemption period upon closure | 10 days | ||
Maximum allowed dissolution expenses | $ 100,000 | ||
Cash | 3,337,050 | 3,577,359 | |
Working capital | 3,815,967 | ||
Franchise tax payable | 1,595,393 | ||
Aggregate purchase price | $ 25,000 | 25,000 | |
Maximum borrowing capacity of related party promissory note | 500,000 | ||
Maximum annual limit for permitted withdrawals to fund working capital and tax liabilities | 1,000,000 | ||
Cash withdrawn from interest earned from the Trust Account for working capital purposes | $ 1,000,000 | ||
Private Placement Warrants | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Sale of private placement shares | shares | 1,450,000 | ||
Initial Public Offering | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Sale of units, net of underwriting discounts (in shares) | shares | 50,000,000 | ||
Purchase price, per unit | $ / shares | $ 10 | ||
Proceeds from issuance initial public offering | $ 500,000,000 | ||
Investment of cash into trust account | $ 500,000,000 | ||
Investments maximum maturity term | 185 days | ||
Fund working capital requirements in trust account | $ 1,000,000 | ||
Initial Public Offering | Private Placement Warrants | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Sale of private placement shares | shares | 1,450,000 | ||
Price of warrant | $ / shares | $ 10 | ||
Private Placement | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Sale of private placement shares | shares | 1,450,000 | ||
Price of warrant | $ / shares | $ 10 | ||
Proceeds from sale of Private Placement Shares | $ 14,500,000 | ||
Private Placement | Private Placement Warrants | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Proceeds from sale of Private Placement Shares | $ 14,500,000 | ||
Over-allotment option | |||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |||
Sale of units, net of underwriting discounts (in shares) | shares | 5,000,000 | ||
Purchase price, per unit | $ / shares | $ 10 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Deferred legal fees | $ 92,441 | $ 118,715 | $ 92,441 |
Cash equivalents | $ 0 | 0 | $ 0 |
Cash withdrawn from Trust Account to pay franchise and income taxes | 195,000 | ||
Cash withdrawn from Trust Account for working capital purposes | $ 1,000,000 | ||
Effective income tax rate reconciliation, percent | (0.20%) | 27.30% | 0.23% |
Statutory federal income tax rate (in percent) | 21% | 21% | 21% |
Unrecognized tax benefits | $ 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | ||
Initial Public Offering | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Offering costs | $ 26,652,125 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of common stock reflected in the condensed balance sheets (Details) - Class A Common Stock Subject to Possible Redemption - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Gross proceeds | $ 500,000,000 | |
Class A common stock issuance costs | (26,652,125) | |
Re-Measurement of carrying value to redemption value | 26,652,125 | $ 4,544,687 |
Class A common stock subject to possible redemption | $ 500,000,000 | $ 504,544,687 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Common Stock | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Allocation of net income (loss), as adjusted | $ (729,236) | $ 3,069,406 |
Basic weighted average shares outstanding | 28,476,821 | 50,000,000 |
Diluted weighted average shares outstanding | 28,476,821 | 50,000,000 |
Basic net income (loss) per common share | $ (0.03) | $ 0.06 |
Diluted net income (loss) per common share | $ (0.03) | $ 0.06 |
Class B Common Stock | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Allocation of net income (loss), as adjusted | $ (327,470) | $ 856,364 |
Basic weighted average shares outstanding | 12,787,748 | 13,950,000 |
Diluted weighted average shares outstanding | 12,787,748 | 13,950,000 |
Basic net income (loss) per common share | $ (0.03) | $ 0.06 |
Diluted net income (loss) per common share | $ (0.03) | $ 0.06 |
PUBLIC OFFERING (Details)
PUBLIC OFFERING (Details) | Jul. 12, 2021 $ / shares shares |
Initial Public Offering | |
PUBLIC OFFERING | |
Number of units sold | 50,000,000 |
Purchase price, per unit | $ / shares | $ 10 |
Over-allotment option | |
PUBLIC OFFERING | |
Number of units sold | 5,000,000 |
Additional Shares issued to underwriters for exercise of option | 5,000,000 |
Purchase price, per unit | $ / shares | $ 10 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 11 Months Ended | ||
Jul. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
PRIVATE PLACEMENT | |||
Aggregate purchase price | $ 14,500,000 | ||
Private Placement | |||
PRIVATE PLACEMENT | |||
Number of warrants to purchase shares issued | 1,450,000 | ||
Price of warrants | $ 10 | ||
Aggregate purchase price | $ 14,500,000 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Jul. 07, 2021 | Mar. 09, 2021 | |
RELATED PARTY TRANSACTIONS | |||||
Aggregate purchase price | $ 25,000 | $ 25,000 | |||
Over-allotment option | Sponsor [Member] | |||||
RELATED PARTY TRANSACTIONS | |||||
Shares subject to forfeiture | 1,250,000 | ||||
Shares no longer subject to forfeiture | 0 | ||||
Founder Shares | Sponsor [Member] | Class B Common Stock | |||||
RELATED PARTY TRANSACTIONS | |||||
Number of shares issued | 43,125,000 | ||||
Aggregate purchase price | $ 25,000 | ||||
Shares subject to forfeiture | 14,375,000 | ||||
Aggregate number of shares owned | 12,500,000 | 28,750,000 | |||
Number of shares surrender | 16,250,000 | ||||
Restrictions on transfer period of time after business combination completion | 1 year | ||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended | |||
Jul. 12, 2021 | Jul. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 04, 2021 | |
RELATED PARTY TRANSACTIONS | |||||
Maximum borrowing capacity of related party promissory note | $ 500,000 | ||||
Repayment of promissory note - related party | $ 500,000 | ||||
Promissory Note With Related Party [Member] | |||||
RELATED PARTY TRANSACTIONS | |||||
Maximum borrowing capacity of related party promissory note | $ 600,000 | ||||
Repayment of promissory note - related party | $ 500,000 | ||||
Administrative support agreement | |||||
RELATED PARTY TRANSACTIONS | |||||
Expenses per month | $ 30,000 | ||||
Expenses incurred and paid | $ 173,225 | ||||
Administrative service agreement | |||||
RELATED PARTY TRANSACTIONS | |||||
Expenses incurred and paid | 360,000 | ||||
Related party loans | Working capital loans warrant | |||||
RELATED PARTY TRANSACTIONS | |||||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Price of warrant | $ 10 | ||||
Outstanding balance of loan | $ 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Jul. 07, 2021 item | |
COMMITMENTS AND CONTINGENCIES | |||
Maximum number of demands for registration of securities | item | 3 | ||
Cash underwriting discount per share | $ / shares | $ 0.20 | ||
Aggregate cash underwriting discount | $ 10,000,000 | ||
Underwriters cash received | 8,580,000 | ||
Reimbursed fees from underwriters | $ 1,420,000 | ||
Deferred fee per share | $ / shares | $ 0.35 | ||
Aggregate deferred underwriting fee payable | $ 17,500,000 | ||
Legal fees | 118,715 | ||
Deferred legal fees | $ 92,441 | 118,715 | |
Contingent legal fees | $ 92,441 | $ 26,273 |
STOCKHOLDERS' DEFICIT - Preferr
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
STOCKHOLDERS' DEFICIT - Common
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) | 12 Months Ended | |
Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | |
Class A Common Stock | ||
Class of Stock | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, votes per share | Vote | 1 | 1 |
Class A Common Stock Subject to Possible Redemption | ||
Class of Stock | ||
Class A common stock subject to possible redemption, Outstanding (in shares) | 50,000,000 | 50,000,000 |
Class A Common Stock Not Subject to Redemption | ||
Class of Stock | ||
Common stock, shares issued | 1,450,000 | 1,450,000 |
Common stock, shares outstanding | 1,450,000 | 1,450,000 |
Class B Common Stock | ||
Class of Stock | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, votes per share | Vote | 1 | 1 |
Common stock, shares issued | 12,500,000 | 12,500,000 |
Common stock, shares outstanding | 12,500,000 | 12,500,000 |
Ratio to be applied to the stock in the conversion | 1 | |
Aggregated shares issued upon converted basis (in percent) | 20% |
INCOME TAX - Net deferred tax a
INCOME TAX - Net deferred tax assets (liabilities) (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets (liabilities) | ||
Startup organizational expenses | $ 562,030 | $ 226,165 |
Unrealized gain on marketable securities | (294,084) | (2,348) |
Total deferred tax assets | 267,946 | 223,817 |
Valuation allowance | (562,030) | $ (223,817) |
Deferred tax assets (liabilities), net of valuation allowance | $ (294,084) |
INCOME TAX - Income tax provisi
INCOME TAX - Income tax provision (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Federal | ||
Current | $ 2,416 | $ 1,180,272 |
Deferred | (223,817) | (44,129) |
State and Local | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 223,817 | 338,213 |
Income tax provision | 2,416 | 1,474,356 |
change in the valuation allowance | $ 223,817 | $ 338,213 |
INCOME TAX - Schedule of reconc
INCOME TAX - Schedule of reconciliation of the federal income tax rate to the effective tax rate (Details) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAX | |||
Statutory federal income tax rate | 21% | 21% | 21% |
State taxes, net of federal tax benefit | 0% | 0% | |
Valuation allowance | (21.20%) | 6.30% | |
Income tax provision | (0.20%) | 27.30% | 0.23% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities held in Trust Account | $ 506,140,080 | $ 500,125,470 |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | $ 506,140,080 | $ 500,125,470 |