Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Sep. 30, 2022 | |
Entity File Number | 001-41006 | |
Entity Registrant Name | INTEGRAL ACQUISITION CORPORATION 1 | |
Entity Central Index Key | 0001850262 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2148394 | |
Entity Address, Postal Zip Code | 10065 | |
City Area Code | 212 | |
Local Phone Number | 209-6132 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Address, Address Line One | 667 Madison Avenue | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Ex Transition Period | false | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Class A common stock, $0.0001 par value | |
Trading Symbol | INTE | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one half of one redeemable warrant | |
Trading Symbol | INTEU | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common stock at an exercise price of $11.50 | |
Trading Symbol | INTEW | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,500,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 821,844 | $ 1,309,165 |
Prepaid expense | 262,102 | 250,943 |
Total current assets | 1,083,946 | 1,560,108 |
Investments held in trust account | 116,898,425 | 116,733,409 |
Other noncurrent assets | 20,879 | 188,526 |
Total Assets | 118,003,250 | 118,482,043 |
Current liabilities: | ||
Accrued expenses | 14,787 | 30,808 |
Income taxes payable | 28,766 | 0 |
Franchise tax payable | 45,123 | 174,845 |
Total current liabilities | 88,676 | 205,653 |
Deferred underwriting commission | 6,050,000 | 6,050,000 |
Forward Purchase Agreement liability | 2,041,573 | 1,007,934 |
Total liabilities | 8,180,249 | 7,263,587 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption, 11,500,000 shares at redemption value of $10.16 and $10.15 per share at September 30, 2022 and December 31, 2021, respectively. | 116,827,207 | 116,725,000 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (7,004,494) | (5,506,832) |
Total stockholders' deficit | (7,004,206) | (5,506,544) |
Total Liabilities, Redeemable Common Stock and Stockholders' Deficit | 118,003,250 | 118,482,043 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common stock | $ 288 | $ 288 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares outstanding | 0 | 0 |
Preferred stock shares issued | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, shares outstanding | 11,500,000 | 11,500,000 |
Temporary Equity, Redemption Price Per Share | $ 10.16 | $ 10.15 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 10,000,000 | 10,000,000 |
Common stock shares issued | 2,875,000 | 2,875,000 |
Common stock shares outstanding | 2,875,000 | 2,875,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Formation and operating costs | $ 240,378 | $ 11,262 | $ 29,310 | $ 780,468 |
Loss from operations | (240,378) | (11,262) | (29,310) | (780,468) |
Unrealized gain (loss) on change in fair value of Forward Purchase Agreement liability | (43,577) | 1,272 | 1,272 | (1,033,639) |
Interest income | 391,582 | 0 | 0 | 447,418 |
Total other income (expenses), net | 348,005 | 1,272 | 1,272 | (586,221) |
Income (loss) before provision for income taxes | 107,627 | (9,990) | (28,038) | (1,366,689) |
Provision for income taxes | (28,766) | 0 | 0 | (28,766) |
Net income (loss) | $ 78,861 | $ (9,990) | $ (28,038) | $ (1,395,455) |
Common Stock [Member] | ||||
Basic weighted average shares outstanding | 11,500,000 | 0 | 0 | 11,500,000 |
Diluted weighted average shares outstanding | 11,500,000 | 0 | 0 | 11,500,000 |
Basic net income (loss) per common share | $ 0.01 | $ 0 | $ 0 | $ (0.1) |
Diluted net income (loss) per common share | $ 0.01 | $ 0 | $ 0 | $ (0.1) |
Non Redeemable Common Shares [Member] | ||||
Basic weighted average shares outstanding | 2,875,000 | 2,500,000 | 2,500,000 | 2,875,000 |
Diluted weighted average shares outstanding | 2,875,000 | 2,500,000 | 2,500,000 | 2,875,000 |
Basic net income (loss) per common share | $ 0.01 | $ 0 | $ (0.01) | $ (0.1) |
Diluted net income (loss) per common share | $ 0.01 | $ 0 | $ (0.01) | $ (0.1) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholder's Deficit - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Feb. 15, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance , shares at Feb. 15, 2021 | 0 | |||
Common stock issued to Sponsors ,shares | 2,875,000 | |||
Common stock issued to Sponsors | 25,000 | $ 288 | 24,712 | |
Net income (loss) | (18,048) | (18,048) | ||
Balance Ending at Mar. 31, 2021 | 6,952 | $ 288 | 24,712 | (18,048) |
Balance Ending , shares at Mar. 31, 2021 | 2,875,000 | |||
Beginning Balance at Feb. 15, 2021 | 0 | $ 0 | 0 | 0 |
Beginning Balance , shares at Feb. 15, 2021 | 0 | |||
Net income (loss) | (28,038) | |||
Balance Ending at Sep. 30, 2021 | (1,016,973) | $ 288 | 0 | (1,017,261) |
Balance Ending , shares at Sep. 30, 2021 | 2,875,000 | |||
Beginning Balance at Mar. 31, 2021 | 6,952 | $ 288 | 24,712 | (18,048) |
Beginning Balance , shares at Mar. 31, 2021 | 2,875,000 | |||
Net income (loss) | 0 | 0 | ||
Balance Ending at Jun. 30, 2021 | 6,952 | $ 288 | 24,712 | (18,048) |
Balance Ending , shares at Jun. 30, 2021 | 2,875,000 | |||
Initial classification of forward purchase agreement liability | (1,013,935) | (1,013,935) | ||
Reclass negative equity to accumulated deficit | 989,223 | (989,223) | ||
Net income (loss) | (9,990) | (9,990) | ||
Balance Ending at Sep. 30, 2021 | (1,016,973) | $ 288 | 0 | (1,017,261) |
Balance Ending , shares at Sep. 30, 2021 | 2,875,000 | |||
Beginning Balance at Dec. 31, 2021 | (5,506,544) | $ 288 | 0 | (5,506,832) |
Beginning Balance , shares at Dec. 31, 2021 | 2,875,000 | |||
Net income (loss) | (1,277,484) | (1,277,484) | ||
Balance Ending at Mar. 31, 2022 | (6,784,028) | $ 288 | 0 | (6,784,316) |
Balance Ending , shares at Mar. 31, 2022 | 2,875,000 | |||
Beginning Balance at Dec. 31, 2021 | (5,506,544) | $ 288 | 0 | (5,506,832) |
Beginning Balance , shares at Dec. 31, 2021 | 2,875,000 | |||
Remeasurement of Class A common stock to redemption amount | 102,207 | |||
Net income (loss) | (1,395,455) | |||
Balance Ending at Sep. 30, 2022 | (7,004,206) | $ 288 | 0 | (7,004,494) |
Balance Ending , shares at Sep. 30, 2022 | 2,875,000 | |||
Beginning Balance at Mar. 31, 2022 | (6,784,028) | $ 288 | 0 | (6,784,316) |
Beginning Balance , shares at Mar. 31, 2022 | 2,875,000 | |||
Net income (loss) | (196,832) | (196,832) | ||
Balance Ending at Jun. 30, 2022 | (6,980,860) | $ 288 | 0 | (6,981,148) |
Balance Ending , shares at Jun. 30, 2022 | 2,875,000 | |||
Remeasurement of Class A common stock to redemption amount | (102,207) | (102,207) | ||
Net income (loss) | 78,861 | 78,861 | ||
Balance Ending at Sep. 30, 2022 | $ (7,004,206) | $ 288 | $ 0 | $ (7,004,494) |
Balance Ending , shares at Sep. 30, 2022 | 2,875,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 8 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash flows from Operating Activities: | ||
Net loss | $ (28,038) | $ (1,395,455) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Formation costs paid by Sponsor in exchange for issuance of Class B common shares | 18,048 | 0 |
Unrealized loss (gain) on change in fair value of Forward Purchase Agreement liability | (1,272) | 1,033,639 |
Interest earned on investments held in Trust Account | 0 | (447,409) |
Changes in current assets and current liabilities: | ||
Prepaid expenses | 0 | 156,488 |
Accrued expenses | 25,000 | (16,021) |
Income taxes payable | 28,766 | |
Franchise taxes payable | 0 | (129,722) |
Net cash (used in) provided by operating activities | 13,738 | (769,714) |
Cash Flows from Investing Activities: | ||
Withdrawal of funds from trust | 282,393 | |
Net cash provided by investing activities | 282,393 | |
Cash flows from Financing Activities: | ||
Proceeds from issuance of promissory note to related party | 252,950 | 0 |
Payment of deferred offering costs | (206,926) | 0 |
Net cash provided by financing activities | 46,024 | 0 |
Net change in cash | 59,762 | (487,321) |
Cash, beginning of the period | 0 | 1,309,165 |
Cash, end of the period | 59,762 | 821,844 |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred offering costs paid by Sponsor in exchange for issuance of Class B common shares | 24,275 | 0 |
Deferred offering costs paid by Sponsor in promissory note | $ 17,640 | 0 |
Remeasurement of Class A common stock to redemption amount | $ 102,207 |
Organization, Business Operatio
Organization, Business Operations and Liquidity | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operations and Liquidity | Note 1 — Organization, Business Operations and Liquidity Organization and General Integral Acquisition Corporation 1 (the “Company”) is a newly organized blank check company incorporated as a Delaware corporation on February 16, 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 has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target. As of September 30, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from February 16, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“IPO”) described below and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income Sponsor and Financing The Company’s sponsor is Integral Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on November 2, 2021 (the “Effective Date”). On November 5, 2021, the Company, consummated its IPO of 11,500,000 units, including 1,500,000 units issued upon exercise in full by the underwriter of its option to purchase additional units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common stock”), and one-half Simultaneously with the closing of the IPO the Company completed the private sale of an aggregate of 4,950,000 warrants, including 90,000 warrants issued in connection with the exercise in full by the underwriter of its option to purchase additional Units (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $4,950,000. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrant was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Offering costs amounted to $10,757,787 consisting of $2,000,000 of underwriting commissions, $6,050,000 of deferred underwriting commissions, an excess of fair value of the Founder Shares acquired by the Anchor Investors of $3,386,739, and $556,048 of other offering costs (before $1,235,000 of offering costs reimbursed by the underwriter). Of the total offering costs, $10,247,056 was charged to temporary equity and the remaining $510,731 in included in equity. Upon the closing of the IPO and the private placement, $116,725,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A common stock sold in the IPO, at their redemption value of $10.15 per share. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, 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 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Trust Account The funds in the trust account (the “Trust Account”) will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under Initial Business Combination The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity”. In such case, 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 issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 18 months from the closing of the IPO to complete the initial Business Combination (the “Combination Period”). However, 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 not more than ten business days thereafter, redeem the public shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public shares they hold in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote their Founder Shares and any public shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the 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 the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Liquidity, Capital Resources and Going Concern As of September 30, 2022, the Company had $821,844 in its operating bank account and working capital of $1,069,159. Prior to the completion of the IPO the Company’s liquidity needs had been satisfied through a loan under an unsecured promissory note with the Sponsor totaling $252,950 and the issuance of 2,875,000 Class B common stock at approximately $0.009 per share for gross proceeds of $25,000. There is no balance outstanding under the promissory note as of September 30, 2022. Subsequent to the consummation of the initial public offering the Company’s liquidity needs have been satisfied through the issuance of the Private Placement Warrants which generated gross proceeds of $4,950,000. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K the Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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, actual results could differ from those estimates. Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial 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—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash Forward Purchase Agreement liability The Company accounts for the 3,000,000 forward purchase shares (as described in Note 6) issued pursuant to the Forward Purchase Agreements (the “FPA”) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the FPA shares do not meet the criteria for equity treatment thereunder, each FPA share must be recorded as a liability. Accordingly, the Company classifies each FPA share as a liability at its fair value. This liability is subject tore-measurement at each balance sheet date. With each such re-measurement, 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 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. ASC 740-270-25-2 740-270-30-5. s . The Company’s effective tax rate was 26.7% and 0.0% for the three months ended September 30, 2022 and 2021, respectively, and 2.1% and 0.0% for the nine months ended September 30, 2022 and 2021, respectively. A more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 11,500,000 common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheets as of September 30, 2022 and December 31, 2021 is reconciled in the following table: Proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,750,000 ) Class A common stock issuance costs (10,247,056 ) Plus: Remeasurement of carrying value to redemption value 17,722,056 Class A common stock subject to possible redemption, December 31, 2021 116,725,000 Plus: Remeasurement of carrying value to redemption value 102,207 Class A common stock subject to possible redemption, September 30, 2022 $ 116,827,207 Net Income (Loss) Per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 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 during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriter. At September 30, 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. As a result, diluted income (loss) per common share is the same as basic Income (loss) per common share for the periods presented. The Company’s statement of operations applies the two-class Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss), as adjusted $ 63,089 $ 15,772 $ — (9,990 ) $ (1,116,364 ) $ (279,091 ) $ `— $ (28,038 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 2,875,000 — 2,500,000 11,500,000 2,875,000 — 2,500,000 Basic and diluted net income (loss) per share $ 0.01 $ 0.01 $ — (0.00 ) $ (0.10 ) $ (0.10 ) $ — $ (0.01 ) Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On November 5, 2021, the Company sold 11,500,000 Units at a purchase price of $10.00 per Unit which included the exercise of the underwriters’ over-allotment option to purchase an additional 1,500,000 Units at the initial public offering price to cover over-allotments. Each Unit had an offering price of $10.00 and consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one-half Following the closing of the IPO on November 5, 2021, $116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Warrants [Abstract] | |
Private Placement | Note 4 — Private Placement On November 5, 2021, simultaneously with the closing of the IPO, the Company completed the private sale of 4,950,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $4,950,000. A portion of the proceeds from the Private Placement Warrants has been added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. The Private Placement Warrants will not be redeemable by the Company. The holders of the Private Placement Warrants have the option to exercise the Private Placement Warrants on a cashless basis. Otherwise, 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 IPO. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 16, 2021, the Sponsor paid $25,000, or approximately $0.009 per share, to cover certain offering costs in consideration for 2,875,000 shares of Class B common stock, par value $0.0001 (the “Founder Shares”). Up to 375,000 of the Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. At the IPO, the underwriters fully exercised their over-allotment option resulting in no founder shares being subject for forfeiture. In connection with the IPO, the Anchor Investors, collectively, acquired from the Sponsor in the aggregate 500,000 Founder Shares. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, offering cost associated with the IPO includes $3,386,739 of excess value of the anchor investors. The valuation of $6.78 per Founder Share (or $3,391,739 in the aggregate) of the anchor investors was reduced by $0.01 per founder share (or $5,000 in the aggregate), the price paid for the founder shares. The valuation was determined using an internal Monte Carlo simulation model. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A common stocks issuable upon conversion thereof until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Any Lock-up 30-trading Promissory Note — Related Party On February 16, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans are non-interest Related Party Loans In order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest Administrative Fees Commencing on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $20,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Total administrative fee for the three and nine months ended September 30, 2022 are $60,000 and $160,000, respectively. No administrative fees had been recorded for the three months ended September 30, 2021 and for the period from February 16, 2021 (inception) to September 30, 2021. At September 30, 2022 and December 31, 2021, $0 is reported on the balance sheet as due to Sponsor for the administrative fees due. Engagement of Services On May 28, 2021, the Company entered into a letter agreement with J.V.B. Financial Group, LLC (“J.V.B.”) pursuant to which the Company engaged Cohen & Company Capital Markets, a division of J.V.B., to provide consulting and advisory services in connection with the IPO in return for a transaction fee to be paid to J.V.B. in an amount equal to 10.0% of the aggregate underwriting discount and commissions earned by the underwriters in connection with the IPO to be paid simultaneously with the actual payment of such underwriting discount and commissions to the underwriters upon (i) the closing of the IPO and (ii) the completion of the Company’s initial Business Combination. J.V.B. was one of the Company’s Anchor Investors that purchased Units in the IPO and became a member of the Company’s Sponsor at the closing of our IPO to hold an indirect interest in a specified number of the Founder Shares held by the Sponsor. On November 4, 2021, the Company paid J.V.B. $85,000 in cash from funds outside of the Trust Account. Funds due to J.V.B. upon the completion of the Company’s initial Business Combination ($605,000 in the aggregate) will be paid by the underwriters. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration and Stockholder Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of this offering, (ii) Private Placement Warrants, which will be issued in a private placement simultaneously with the closing of this offering and the shares of Class A common stock underlying such private placement warrants, (iii) private placement warrants that may be issued upon conversion of working capital loans and (iv) the forward purchase shares that may be purchased pursuant to the related forward purchase agreements will have registration rights to require us to register a sale of any of our securities held by them prior to the consummation of our initial business combination pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The underwriters were due a commission of $0.20 per unit, or $2,000,000 in the aggregate, on the first 10,000,000 Units sold in the IPO and the commission was capped at $2,000,000. Additionally, the underwriters agreed to reimburse the Company $1,235,000 for certain offering costs upon the IPO. On November 5, 2021, the Company paid a cash underwriting commission of $765,000 net of the reimbursement. The underwriters are entitled to deferred underwriting commissions of $0.50 on the first 10,000,000 Units sold in the IPO and $0.70 per unit per Unit sold thereafter, or $6,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. Anchor Investment Certain qualified institutional buyers or institutional accredited investors (none of which are affiliated with any member of the Company’s management team, the Sponsor or any other anchor investor) (the “Anchor Investors”), have purchased an aggregate of approximately $60.8 million of the units in the IPO at the public offering price. There can be no assurance that the Anchor Investors will retain their Units prior to or upon the consummation of the initial Business Combination. In addition, none of the Anchor Investors has any obligation to vote any of their public shares in favor of the initial Business Combination. The anchor investors have not been granted any stockholder or other rights that are in addition to those granted to our other public stockholders and will only be issued equity interests in our sponsor, with no right to control our sponsor or vote or dispose of any securities held by our sponsor. Further, unlike some anchor investor arrangements of other blank check companies, the anchor investors are not required to (i) hold any units, Class A common stock or warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any shares of Class A common stock they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The anchor investors will have the same rights to the funds held in the trust account with respect to the Class A common stock underlying the units they may purchase in the IPO as the rights afforded to the Company’s other public stockholders. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, offering cost associated with the IPO includes $3,386,739 of excess value of the anchor investors. The valuation of $6.78 per Founder Share (or $3,391,739 in the aggregate) of the anchor investors was reduced by $0.01 per founder share (or $5,000 in the aggregate), the price paid for the founder shares. Forward Purchase Shares Crescent Park, which is one of the Company’s Anchor Investors, and Carnegie Park have agreed, as the forward purchasers pursuant to their respective forward purchase agreements entered into with the Company, to purchase up to 2,500,000 shares of Class A common stock in the case of Crescent Park and up to 500,000 shares of Class A common stock in the case of Carnegie Park (referred to herein as the forward purchase shares) at $10.00 per share (as such price per share may be reduced to $9.20 per share or further reduced to below $9.20 per share with respect to all or part of the forward purchase shares that are purchased in the manner described below) for gross proceeds up to $30,000,000 in the aggregate if all of the forward purchase shares are purchased at $10.00 per share (or up to $27,600,000 in the aggregate if all of the forward purchase shares are purchased at $9.20 per share or up to a lower amount in the aggregate if all of the forward purchase shares are purchased at less than $9.20 per share) in private placements that occurred concurrently with the consummation of the initial Business Combination. The price to be paid for forward purchase shares will be reduced to or below $9.20 per share in the following circumstances: • to $9.20 if the aggregate purchase price paid by the forward purchaser at $10.00 per share would exceed the lesser of (i) a specified dollar amount and (ii) a specified percentage of the aggregate purchase price paid by the purchasers of the SPAC’s Class A common stock in private placements that occur on or prior to the date of the SPAC’s initial business combination (“PIPEs”); • and to below $9.20 if the price per share in any PIPE is less than $9.20 (in which case the price per share paid by the forward purchaser will be at an 8% discount from the price per share in such PIPE). One of the forward purchasers and/or its affiliates is expected to purchase the Company’s public units. If such forward purchaser and/or any of its affiliates sell more than 50% of the aggregate number of the public units purchased in the IPO or, following the separate trading of the public shares and the public warrants, the public shares that are a component of the public units that are purchased by the forward purchaser or any of its affiliates in the IPO, in sales that are consummated on or prior to the initial business combination, then the price per share for the forward purchase shares will remain at $10.00 per share for forward purchase shares in an aggregate number equal to the number of public units and public shares sold by the forward purchaser and/or its affiliates in such manner. The following assumptions were utilized in the determination of fair value for the FPA liability: • Each forward purchase share is one share of the Company’s Class A common stock. No payment is due from the forward purchaser until immediately before the initial business combination. The purchase price is $10.00 per forward purchase share, subject to the discounted purchase price. The discounted purchase price is either at $9.20 per share or at an 8% discount to the PIPE price if the PIPE is priced below $9.20. • The conditions upon obtaining a $9.20 purchase price are within the control of the holder of the forward purchase share (the “FPA holder”) because the FPA holder will control the aggregate purchase price of the forward purchase shares to be purchased by the FPA holder and, in the case of the forward purchaser that is expected to purchase public units, such forward purchaser and its affiliates will control whether such forward purchaser and its affiliates sell or redeem more than 50% of the public units (or, following the separate trading of the public shares and the public warrants, the public shares) on or prior to the initial business combination. The FPA holder that is expected to purchase public units is assumed to have no negative economic impact from not selling or redeeming more than 50% of the public units (or, following the separate trading of the public shares and the public warrants) on or prior to the initial business combination since such forward purchaser would be selling at market price, without knowledge of future pricing, so that not selling or redeeming and realizing the 8% discount to market price on its future purchase is actually a positive feature to such FPA holder. Therefore, the Company’s management assumed that the likelihood of the FPA holder to have a $10.00 purchase price is de minimus. • Management assumed a PIPE would be priced below $9.20 per share only 5% of the time and would be priced at $9.00 per share when it is priced below $9.20 per share. The purchase of forward purchase shares by Crescent Park and Carnegie Park as the forward purchasers pursuant to their respective forward purchase agreements will be subject to their respective internal approval processes and the other closing conditions set forth in their respective forward purchase agreements. Since the decision whether or not to purchase the forward purchase shares will be in the sole discretion of the forward purchasers, there can be no assurance that such purchases will be consummated. Each of the forward purchasers has the right to transfer all or a portion of its rights and obligation to purchase the forward purchase shares to one or more transferees who are affiliates of the forward purchaser (the “forward transferees”), subject to compliance with applicable securities laws. Any such forward transferee will be subject to the same terms and conditions under the relevant forward purchase agreement. The forward purchase shares will be identical to the shares of Class A common stock underlying the units being sold in the IPO, except that they will be subject to certain registration rights and transfer restrictions. The funds from the sale of the forward purchase shares will be used as part of the consideration to the sellers in the initial Business Combination and any excess funds will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public shares and is intended to provide the Company with a minimum funding level for the initial Business Combination. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7— Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were no shares of Class A common stock issued or outstanding, excluding 11,500,000 shares subject to possible redemption. Class B Common Stock The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each common share. At September 30, 2022 and December 31, 2021, there were 2,875,000 shares of Class B common stock issued and outstanding. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one Warrants—Each whole warrant entitles the registered holder to purchase one share of the Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), provided that such exemption is available. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • In whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable (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 In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination (other than any forward purchase shares) at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s 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), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price. The Company accounts for the 10,700,000 warrants issued in connection with the IPO (comprised of 5,750,000 Public Warrants and 4,950,000 Private Placement Warrants) in accordance with the guidance contained in ASC815-40. Such |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 —Fair Value Measurements As of September 30, 2022 and December 31, 2021, investments in the Company’s Trust Account primarily consisted of U.S money market funds and U.S. Treasury Securities that mature in May 2022, respectively. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities December 31, 2021 are as follows: Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2021 U.S. Treasury Securities $ 116,733,409 — $ (16,360 ) $ 116,716,698 Recurring Fair Value Measurements Under the guidance in ASC 815-40 the re-measurement re-measurement, The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2022: Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 116,898,425 $ — $ — Liabilities FPA $ — $ — $ 2,041,573 The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2021: Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 116,716,698 $ — $ — Liabilities FPA $ — $ — $ 1,007,934 Measurement On September 30, 2022 and December 31, 2021, the Company used a Probability Weighted Expected Return (PWER) model to value the FPA liability. The key inputs into the modified PWER model for the FPA liability were as follows: Input September 30, 2022 December 31, 2021 Probability of successful business combination 85 % 85 % Likelihood by 4/30/2022 — % 5 % Likelihood by 10/31/2023 — % 15 % Likelihood by 01/31/2023 5 % — % Likelihood by 04/30/2023 95 % 80 % Risk-free rate 3.94 % 0.51 % Stock price $ 9.90 $ 10.00 Estimated term remaining (years) 0.57 1.35 The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the FPA liability classified as Level 3: Fair Value at December 31, 2021 $ 1,007,934 Change in fair value 1,005,557 Fair Value at March 31, 2022 $ 2,013,491 Change in fair value (15,945 ) Fair Value at June 30, 2022 $ 1,997,996 Change in fair value 43,577 Fair Value at September 30, 2022 $ 2,041,573 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
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 financial statements were issued. Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K the |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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, actual results could differ from those estimates. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. |
Investment Held in Trust Account | Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial 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—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash |
Forward Purchase Agreement liability | Forward Purchase Agreement liability The Company accounts for the 3,000,000 forward purchase shares (as described in Note 6) issued pursuant to the Forward Purchase Agreements (the “FPA”) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the FPA shares do not meet the criteria for equity treatment thereunder, each FPA share must be recorded as a liability. Accordingly, the Company classifies each FPA share as a liability at its fair value. This liability is subject tore-measurement at each balance sheet date. With each such re-measurement, |
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 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. ASC 740-270-25-2 740-270-30-5. s . The Company’s effective tax rate was 26.7% and 0.0% for the three months ended September 30, 2022 and 2021, respectively, and 2.1% and 0.0% for the nine months ended September 30, 2022 and 2021, respectively. A more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company 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 11,500,000 common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Class A common stock subject to possible redemption reflected on the balance sheets as of September 30, 2022 and December 31, 2021 is reconciled in the following table: Proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,750,000 ) Class A common stock issuance costs (10,247,056 ) Plus: Remeasurement of carrying value to redemption value 17,722,056 Class A common stock subject to possible redemption, December 31, 2021 116,725,000 Plus: Remeasurement of carrying value to redemption value 102,207 Class A common stock subject to possible redemption, September 30, 2022 $ 116,827,207 |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 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 during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 shares of common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriter. At September 30, 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. As a result, diluted income (loss) per common share is the same as basic Income (loss) per common share for the periods presented. The Company’s statement of operations applies the two-class Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss), as adjusted $ 63,089 $ 15,772 $ — (9,990 ) $ (1,116,364 ) $ (279,091 ) $ `— $ (28,038 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 2,875,000 — 2,500,000 11,500,000 2,875,000 — 2,500,000 Basic and diluted net income (loss) per share $ 0.01 $ 0.01 $ — (0.00 ) $ (0.10 ) $ (0.10 ) $ — $ (0.01 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 if-converted 2020-06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of reconciliation of Class A common stock subject to possible redemption | The Class A common stock subject to possible redemption reflected on the balance sheets as of September 30, 2022 and December 31, 2021 is reconciled in the following table: Proceeds from IPO $ 115,000,000 Less: Proceeds allocated to Public Warrants (5,750,000 ) Class A common stock issuance costs (10,247,056 ) Plus: Remeasurement of carrying value to redemption value 17,722,056 Class A common stock subject to possible redemption, December 31, 2021 116,725,000 Plus: Remeasurement of carrying value to redemption value 102,207 Class A common stock subject to possible redemption, September 30, 2022 $ 116,827,207 |
Summary of Reconciliation of Net Income Per Ordinary Share | Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 For the Period from Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income (loss) per share Numerator: Allocation of net income (loss), as adjusted $ 63,089 $ 15,772 $ — (9,990 ) $ (1,116,364 ) $ (279,091 ) $ `— $ (28,038 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 2,875,000 — 2,500,000 11,500,000 2,875,000 — 2,500,000 Basic and diluted net income (loss) per share $ 0.01 $ 0.01 $ — (0.00 ) $ (0.10 ) $ (0.10 ) $ — $ (0.01 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary Of Held To Maturity Securities | The carrying value, excluding gross unrealized holding losses and fair value of held to maturity securities December 31, 2021 are as follows: Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2021 U.S. Treasury Securities $ 116,733,409 — $ (16,360 ) $ 116,716,698 |
Summary of Assets and Liabilities that are measured at fair value on a recurring basis | The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2022: Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 116,898,425 $ — $ — Liabilities FPA $ — $ — $ 2,041,573 The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2021: Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 116,716,698 $ — $ — Liabilities FPA $ — $ — $ 1,007,934 |
FPA liability [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of model for the FPA liability | The key inputs into the modified PWER model for the FPA liability were as follows: Input September 30, 2022 December 31, 2021 Probability of successful business combination 85 % 85 % Likelihood by 4/30/2022 — % 5 % Likelihood by 10/31/2023 — % 15 % Likelihood by 01/31/2023 5 % — % Likelihood by 04/30/2023 95 % 80 % Risk-free rate 3.94 % 0.51 % Stock price $ 9.90 $ 10.00 Estimated term remaining (years) 0.57 1.35 |
Summary of reconciliation of changes in fair value for the FPA liability classified as Level 3 | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the FPA liability classified as Level 3: Fair Value at December 31, 2021 $ 1,007,934 Change in fair value 1,005,557 Fair Value at March 31, 2022 $ 2,013,491 Change in fair value (15,945 ) Fair Value at June 30, 2022 $ 1,997,996 Change in fair value 43,577 Fair Value at September 30, 2022 $ 2,041,573 |
Organization, Business Operat_2
Organization, Business Operations and Liquidity - Additional Information (Detail) | 9 Months Ended | ||||
Sep. 30, 2022 USD ($) $ / shares | Aug. 16, 2022 | Dec. 31, 2021 USD ($) $ / shares | Nov. 05, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Entity Incorporation, Date of Incorporation | Feb. 16, 2021 | ||||
Excess of fair value of founder shares | $ 3,386,739 | ||||
Payments to acquire restricted investment | $ 116,725,000 | ||||
Percentage of amount of trust assets of target company excluding working capital underwriting commission and taxes | 80% | ||||
Equity method investment ownership percentage | 50% | 50% | |||
Per share value of restricted assets | $ / shares | $ 10.15 | ||||
Networth needed post business combination | $ 5,000,001 | $ 5,000,001 | |||
Estimated amount of expenses payable on dissolution | 100,000 | 100,000 | |||
Temporary equity, offering costs | 10,247,056 | ||||
Equity offering costs | 510,731 | ||||
Cash | 821,844 | $ 1,309,165 | 821,844 | ||
Working capital | $ 1,069,159 | 1,069,159 | |||
Proceeds from issuance of unsecured debt | 252,950 | ||||
January 1, 2023 [Member] | Inflation Reduction Act of 2022 [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Applicable excise tax rate percentage | 1 | ||||
Percentage of the fair market value of the shares repurchased at the time of the repurchase representing excise tax amount | 1 | ||||
Private Placement Warrants [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from Issuance of Private Placement | $ 4,950,000 | ||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | ||||
Class Of Warrants and Rights Issued During the Period | shares | 4,950,000 | ||||
Proceeds from Issuance of Private Placement | $ 4,950,000 | ||||
Common Class A [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 11.5 | $ 11.5 | $ 11.5 | ||
Proceeds from Issuance Initial Public Offering | $ 115,000,000 | ||||
Common Class B [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock shares issued during the period shares | shares | 2,875,000 | ||||
Common stock par or stated value per share | $ / shares | 0.0001 | $ 0.0001 | $ 0.0001 | ||
Shares Issued, Price Per Share | $ / shares | $ 0.009 | $ 0.009 | |||
Proceeds from Issuance of Common Stock | $ 25,000 | ||||
IPO [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Deferred underwriting Discount | $ 6,050,000 | ||||
Stock isurance costs | 10,757,787 | ||||
Payments for Underwriting Expense | 2,000,000 | ||||
Payments to acquire restricted investment | $ 116,725,000 | ||||
Per share value of restricted assets | $ / shares | $ 10.15 | ||||
IPO [Member] | Underwriter [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for Underwriting Expense | $ 1,235,000 | ||||
Other offering costs | $ 556,048 | ||||
IPO [Member] | Common Class A [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock shares issued during the period shares | shares | 11,500,000 | ||||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||||
Proceeds from Issuance Initial Public Offering | $ 115,000,000 | ||||
Over-Allotment Option [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Class Of Warrants and Rights Issued During the Period | shares | 90,000 | ||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Stock shares issued during the period shares | shares | 1,500,000 |
Significant Accounting Polici_4
Significant Accounting Policies- Summary of reconciliation of Class A common stock subject to possible redemption (Detail) - USD ($) | 9 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | |
Temporary Equity [Line Items] | ||
Class A common stock subject to possible redemption | $ 116,725,000 | $ 116,827,207 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Proceeds from IPO | 115,000,000 | |
Proceeds allocated to Public Warrants | (5,750,000) | |
Class A common stock issuance costs | (10,247,056) | |
Remeasurement of carrying value to redemption value | 17,722,056 | 102,207 |
Class A common stock subject to possible redemption | $ 116,725,000 | $ 116,827,207 |
Significant Accounting Polici_5
Significant Accounting Policies- Summary of Reconciliation of Net Income Per Ordinary Share (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||||
Allocation of net loss, as adjusted | $ (18,048) | $ 78,861 | $ (196,832) | $ (1,277,484) | $ (9,990) | $ 0 | $ (28,038) | $ (1,395,455) |
Common Class A [Member] | ||||||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||||
Allocation of net loss, as adjusted | $ 63,089 | $ 0 | $ 0 | $ (1,116,364) | ||||
Basic weighted average shares outstanding | 11,500,000 | 0 | 0 | 11,500,000 | ||||
Diluted weighted average shares outstanding | 11,500,000 | 0 | 0 | 11,500,000 | ||||
Basic net loss per share | $ 0.01 | $ 0 | $ 0 | $ (0.1) | ||||
Diluted net loss per share | $ 0.01 | $ 0 | $ 0 | $ (0.1) | ||||
Common Class B [Member] | ||||||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||||
Allocation of net loss, as adjusted | $ 15,772 | $ (9,990) | $ (28,038) | $ (279,091) | ||||
Basic weighted average shares outstanding | 2,875,000 | 2,500,000 | 2,500,000 | 2,875,000 | ||||
Diluted weighted average shares outstanding | 2,875,000 | 2,500,000 | 2,500,000 | 2,875,000 | ||||
Basic net loss per share | $ 0.01 | $ 0 | $ (0.01) | $ (0.1) | ||||
Diluted net loss per share | $ 0.01 | $ 0 | $ (0.01) | $ (0.1) |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Nov. 05, 2021 | Feb. 16, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Unrecognised tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Accrued interest and penalties on unrecognised tax benefits | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | |||||||
Effective tax rate differs from the statutory tax rate | 21% | |||||||
Effective Income Tax Rate Reconciliation, Percent | 26.70% | 0% | 2.10% | 0% | ||||
Forward Purchase agreement [Member] | ||||||||
Common stock issued to Sponsors ,shares | 3,000,000 | |||||||
Common Class A [Member] | IPO [Member] | ||||||||
Stock shares issued during the period shares | 11,500,000 | |||||||
Common Class B [Member] | ||||||||
Stock shares issued during the period shares | 2,875,000 | |||||||
Common shares subject to forfeiture | 375,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Sep. 30, 2022 | Nov. 05, 2021 | Dec. 31, 2021 |
Payments to acquire restricted investment | $ 116,725,000 | ||
Per share value of restricted assets | $ 10.15 | ||
IPO [Member] | |||
Payments to acquire restricted investment | $ 116,725,000 | ||
Per share value of restricted assets | $ 10.15 | ||
Common Class A [Member] | |||
Common stock par or stated value per share | 0.0001 | 0.0001 | $ 0.0001 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | $ 11.5 | |
Common Class A [Member] | IPO [Member] | |||
Stock shares issued during the period shares | 11,500,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Stock shares issued during the period shares | 1,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - Private Placement Warrants [Member] - USD ($) | 9 Months Ended | |
Nov. 05, 2021 | Sep. 30, 2022 | |
Proceeds from Issuance of Private Placement | $ 4,950,000 | |
Sponsor [Member] | ||
Class Of Warrants and Rights Issued During the Period | 4,950,000 | |
Proceeds from Issuance of Private Placement | $ 4,950,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | ||||
Nov. 04, 2021 | Feb. 16, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | May 28, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||
Share Price Equal Or Exceeds $12.00 Per Share [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of consecutive trading days for determining share price | 20 days | |||||||
Number of trading days for determining the share price | 30 days | |||||||
Number of days commencing after the initial business combination | 150 days | |||||||
Common Class A [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Class A [Member] | Share Price Equal Or Exceeds $12.00 Per Share [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price | $ 12 | |||||||
Working Capital Loan [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument, Convertible warrants issued | $ 1,500,000 | $ 1,500,000 | ||||||
Warrants issued price per warrant | $ 1 | $ 1 | ||||||
Due to related parties | $ 0 | $ 0 | $ 0 | |||||
Administrative Service Fee [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | 20,000 | |||||||
Total administrative fee | 60,000 | 160,000 | ||||||
Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from unsecured and non-interest bearing promissory note | $ 300,000 | |||||||
Due to related parties | 0 | 0 | 0 | |||||
Sponsor [Member] | Founder Shares [Member] | IPO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, shares, issued for services | 500,000 | |||||||
Offering costs associated with initial public offering | $ 3,386,739 | |||||||
Sponsor [Member] | Unsecured Promissory Note Borrowed From Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable related parties classified current | $ 0 | $ 0 | $ 0 | |||||
Sponsor [Member] | Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||
Stock issued during period, shares, issued for services | 2,875,000 | |||||||
Proceeds from sponsor to cover certain offering costs per share value | $ 0.009 | |||||||
Common stock par or stated value per share | $ 0.0001 | |||||||
Common shares subject to forfeiture | 375,000 | |||||||
Anchor Investor [Member] | Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, value, issued for services | $ 3,391,739 | |||||||
Valuation of founder shares per share | $ 6.78 | |||||||
Increase decrease in valuation of founder shares per share | $ 0.01 | |||||||
Increase decrease in stock issued during period, value, issued for services | $ 5,000 | |||||||
Anchor Investor [Member] | Founder Shares [Member] | IPO [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period, value, issued for services | $ 60,800,000 | |||||||
I.V.B. Financial Group, LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of transaction fee paid against underwriting discount and commissions | 10% | |||||||
Repayments of Related Party Debt | $ 85,000 | |||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 605,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 2 Months Ended | 9 Months Ended | 11 Months Ended | ||
Nov. 05, 2021 | Feb. 16, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||
Stock issued during period, value, issued for services | $ 25,000 | ||||
Aggregate number of the public units to be purchased in the IPO | 50% | ||||
Percentage of price to be placed below Nine point two zero per share | 5% | ||||
Share Price Less than Nine Point Two Zero USD Per Share [Member] | |||||
Loss Contingencies [Line Items] | |||||
Forward purchaser discount price per share | 8% | ||||
IPO [Member] | |||||
Loss Contingencies [Line Items] | |||||
Payments for Underwriting Expense | $ 2,000,000 | ||||
IPO [Member] | Common Class A [Member] | |||||
Loss Contingencies [Line Items] | |||||
Stock shares issued during the period shares | 11,500,000 | ||||
Shares Issued, Price Per Share | $ 10 | ||||
Underwriter [Member] | Underwriting Agreement [Member] | Deferred Underwriting [Member] | |||||
Loss Contingencies [Line Items] | |||||
Deferred underwriting discount per share | $ 0.7 | ||||
Underwriter [Member] | IPO [Member] | |||||
Loss Contingencies [Line Items] | |||||
Payments for Underwriting Expense | $ 1,235,000 | ||||
Underwriter [Member] | IPO [Member] | Underwriting Agreement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Underwriting Discount Per Unit | $ 0.2 | ||||
Sale of Stock, Consideration Received on Transaction | $ 2,000,000 | ||||
Sale of Stock, Number of Shares Issued in Transaction | 10,000,000 | ||||
Payments for Underwriting Expense | $ 765,000 | ||||
Reimbursement of underwriters expense | $ 1,235,000 | ||||
Underwriter [Member] | IPO [Member] | Underwriting Agreement [Member] | Deferred Underwriting [Member] | |||||
Loss Contingencies [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 10,000,000 | ||||
Deferred underwriting discount per share | $ 0.5 | ||||
Deferred underwriting commission | $ 6,050,000 | ||||
Anchor Investor [Member] | Founder Shares [Member] | |||||
Loss Contingencies [Line Items] | |||||
Valuation of founder shares per share | $ 6.78 | ||||
Stock issued during period, value, issued for services | $ 3,391,739 | ||||
Increase decrease in valuation of founder shares per share | $ 0.01 | ||||
Increase decrease in stock issued during period, value, issued for services | $ 5,000 | ||||
Anchor Investor [Member] | Common Class A [Member] | |||||
Loss Contingencies [Line Items] | |||||
Shares Issued, Price Per Share | $ 10 | ||||
Anchor Investor [Member] | Common Class A [Member] | Share Price Less than Or Equal to Nine Point Two Zero USD Per Share [Member] | |||||
Loss Contingencies [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 30,000,000 | ||||
Shares Issued, Price Per Share | $ 9.2 | ||||
Anchor Investor [Member] | Common Class A [Member] | Share Price Equals to Ten USD Per Share [Member] | |||||
Loss Contingencies [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 27,600,000 | ||||
Shares Issued, Price Per Share | $ 10 | ||||
Anchor Investor [Member] | Common Class A [Member] | Share Price Less than Nine Point Two Zero USD Per Share [Member] | Minimum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Shares Issued, Price Per Share | $ 9 | ||||
Anchor Investor [Member] | Common Class A [Member] | Crescent Park [Member] | |||||
Loss Contingencies [Line Items] | |||||
Stock shares issued during the period shares | 2,500,000 | ||||
Anchor Investor [Member] | Common Class A [Member] | Carnegie Park [Member] | |||||
Loss Contingencies [Line Items] | |||||
Stock shares issued during the period shares | 500,000 | ||||
Anchor Investor [Member] | IPO [Member] | Founder Shares [Member] | |||||
Loss Contingencies [Line Items] | |||||
Stock issued during period, value, issued for services | 60,800,000 | ||||
Sponsor [Member] | IPO [Member] | Founder Shares [Member] | |||||
Loss Contingencies [Line Items] | |||||
Offering costs associated with initial public offering | $ 3,386,739 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Nov. 05, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | 0 | 0 | |
Preferred stock shares outstanding | 0 | 0 | |
Number of days after consummation of business combination within which the securities shall be registered | 15 days | ||
Number of days after which business combination within which securities registration shall be effective | 60 days | ||
Class of warrant or right, Outstanding | 10,700,000 | ||
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right, Threshold period for exercise from date of closing public offering | 30 days | ||
Warrants and rights outstanding, term | 5 years | ||
Class of warrant or right, Outstanding | 5,750,000 | ||
Public Warrants [Member] | Share Price Equal or Exceeds $18.00 Per Share [Member] | |||
Class of Stock [Line Items] | |||
Number of days of notice to be given for redemption of warrants | 30 days | ||
Number of consecutive trading days for determining share price | 20 days | ||
Number of trading days for determining the share price | 30 days | ||
Private Placement Warrants [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right, Outstanding | 4,950,000 | ||
IPO [Member] | |||
Class of Stock [Line Items] | |||
Percentage of number of shares of common stock outstanding | 20% | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 100,000,000 | 100,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock shares issued | 0 | 0 | |
Common stock shares outstanding | 0 | 0 | |
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | $ 11.5 | |
Temporary equity, shares outstanding | 11,500,000 | 11,500,000 | |
Common Class A [Member] | Share Price Equal or Exceeds $18.00 Per Share [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180% | ||
Common Class A [Member] | Share Price Equal Or Less $9.20 Per Share [Member] | |||
Class of Stock [Line Items] | |||
Share redemption trigger 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% | ||
Common Class A [Member] | Public Warrants [Member] | Share Price Equal Or Exceeds $10.00 Per Share [Member] | |||
Class of Stock [Line Items] | |||
Share price | $ 10 | ||
Common Class A [Member] | Public Warrants [Member] | Share Price Equal or Exceeds $18.00 Per Share [Member] | |||
Class of Stock [Line Items] | |||
Share price | 18 | ||
Class of warrants redemption price per unit | $ 0.01 | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock shares authorized | 10,000,000 | 10,000,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 2,875,000 | 2,875,000 | |
Common stock shares outstanding | 2,875,000 | 2,875,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of model for the FPA liability (Detail) - yr | Sep. 30, 2022 | Dec. 31, 2021 |
Measurement Input Probability of Successful Business Combination [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability Weighted Expected Return | 85% | 85% |
Measurement Input Likelihood Year One [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability Weighted Expected Return | 0% | 5% |
Measurement Input Likelihood Year Three [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability Weighted Expected Return | 0% | 15% |
Measurement Input Likelihood Year Four [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability Weighted Expected Return | 5% | 0% |
Measurement Input Likelihood Year Five [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability Weighted Expected Return | 95% | 80% |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability Weighted Expected Return | 3.94% | 0.51% |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.9 | 10 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.57 | 1.35 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of table provides a reconciliation of changes in fair value of the beginning (Detail) - FPA liability [Member] - USD ($) | 3 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value at, Beginning balance | $ 1,997,996 | $ 2,013,491 | $ 1,007,934 |
Change in fair value | 43,577 | (15,945) | 1,005,557 |
Fair Value at, Ending balance | $ 2,041,573 | $ 1,997,996 | $ 2,013,491 |
Fair value Measurements- Summar
Fair value Measurements- Summary Of Held To Maturity Securities (Detail) - U.S. Treasury Securities [Member] | Dec. 31, 2021 USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost and Carrying Value | $ 116,733,409 |
Gross Unrealized Gains | 0 |
Gross Unrealized Losses | (16,360) |
Fair Value | $ 116,716,698 |
Fair Value Measurements- Summ_2
Fair Value Measurements- Summary of Assets and Liabilities that are measured at fair value on a recurring basis (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Investments held in Trust Account | $ 116,898,425 | $ 116,716,698 |
Fair Value, Inputs, Level 1 [Member] | FPA [Member] | ||
Liabilities | ||
FPA | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Investments held in Trust Account | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | FPA [Member] | ||
Liabilities | ||
FPA | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Investments held in Trust Account | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | FPA [Member] | ||
Liabilities | ||
FPA | $ 2,041,573 | $ 1,007,934 |