Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 06, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41071 | |
Entity Registrant Name | LF Capital Acquisition Corp. II | |
Entity Central Index Key | 0001851266 | |
Entity Tax Identification Number | 86-2195674 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1909 Woodall Rodgers Freeway | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75201 | |
City Area Code | 214 | |
Local Phone Number | 741-6105 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Units Each Consisting Of One Share Of Class Common Stock And Onehalf Of One Redeemable Warrant [Member] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | |
Trading Symbol | LFACU | |
Security Exchange Name | NASDAQ | |
Class Common Stock Par Value 0. 0001 Per Share [Member] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | LFAC | |
Security Exchange Name | NASDAQ | |
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Class Common Stock At Exercise Price Of 11. 50 Per Share [Member] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | LFACW | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 25,875,000 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 6,468,750 |
CONDENSED BALANCE SHEETS (UNAUD
CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash | $ 307,984 | $ 325,250 |
Prepaid expenses and other assets | 432,225 | 430,477 |
Total current assets | 740,209 | 755,727 |
Prepaid expenses – non current | 57,266 | 367,039 |
Deferred tax asset | 19,287 | |
Investments held in Trust Account | 265,218,910 | 263,937,611 |
TOTAL ASSETS | 266,016,385 | 265,079,664 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 156,275 | 60,313 |
Franchise tax payable | 53,993 | 91,842 |
Income tax payable | 33,427 | |
Convertible promissory note – related party, at fair value | 299,018 | |
Total current liabilities | 542,713 | 152,155 |
Deferred tax liability | 141,450 | |
Deferred underwriting fee payable | 9,056,250 | 9,056,250 |
Total liabilities | 9,740,413 | 9,208,405 |
COMMITMENTS AND CONTINGENCIES (Note 5) | ||
Class A Common Stock subject to possible redemption, $0.0001 par value, 25,875,000 shares issued and outstanding at redemption value of approximately $10.24 and $10.20 as of September 30, 2022 and December 31, 2021, respectively | 265,000,489 | 263,925,000 |
STOCKHOLDERS’ DEFICIT | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 123,853 | |
Accumulated deficit | (8,849,017) | (8,054,388) |
Total stockholders’ deficit | (8,724,517) | (8,053,741) |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT | 266,016,385 | 265,079,664 |
Common Class A [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock value | ||
Common Class B [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock value | $ 647 | $ 647 |
CONDENSED BALANCE SHEETS (UNA_2
CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 25,875,000 | 25,875,000 |
Temporary Equity, Redemption Price Per Share | $ 10.24 | $ 10.20 |
Common stock, par value | $ 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 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 6,468,750 | 6,468,750 |
Common stock, shares outstanding | 6,468,750 | 6,468,750 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |||
OPERATING EXPENSES | ||||||
General and administrative | $ 378,870 | $ 5,341 | $ 12,688 | $ 1,018,322 | ||
Franchise tax | 49,999 | 218,219 | ||||
Total expenses | 428,869 | 5,341 | 12,688 | 1,236,541 | ||
OTHER INCOME | ||||||
Change in fair value of convertible promissory note | 201,585 | 202,129 | ||||
Dividend income | 578 | 670 | ||||
Unrealized gain on investments held in Trust Account | 1,253,561 | 1,609,766 | ||||
Total other income | 1,455,724 | 1,812,565 | ||||
NET INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 1,026,855 | (5,341) | (12,688) | 576,024 | ||
Income tax expense | 273,632 | 295,164 | ||||
NET INCOME (LOSS) | $ 753,223 | $ (5,341) | $ (12,688) | $ 280,860 | ||
Common Class A [Member] | ||||||
OTHER INCOME | ||||||
Weighted average shares outstanding, Redeemable Class A common stock | 25,875,000 | 25,875,000 | ||||
Basic and diluted net income per share, Redeemable Class A common stock | $ 0.06 | $ 0.05 | ||||
Common Class B [Member] | ||||||
OTHER INCOME | ||||||
Weighted average shares outstanding, Class B common stock | 6,468,750 | 5,625,000 | [1],[2] | 5,625,000 | [1],[2] | 6,468,750 |
Basic and diluted net loss per share, Class B common stock | $ 0.02 | $ 0 | $ 0 | $ 0.01 | ||
[1]Shares have been retroactively restated to reflect the recapitalization of the Company in the form of a 64,687.50 – for – 1 stock split and a 1.11 – for – 1 stock split, and a 1 – for – 1.11 reverse stock split[2]This number includes an aggregate of up to 843,750 Class B common shares subject to forfeiture if the overallotment option is not exercised in full or in part by the underwriter |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Class A Common Stock [Member] | Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | |
Balance – June 30, 2021 at Feb. 18, 2021 | ||||||
Beginning balance, shares at Feb. 18, 2021 | ||||||
Stock Issued During Period, Value, New Issues | $ 647 | 24,353 | 25,000 | |||
Issuance of Common Stock to initial stockholders, shares | [1],[2] | 6,468,750 | ||||
Net loss | (3,613) | (3,613) | ||||
Balance – September 30, 2021 at Mar. 31, 2021 | $ 647 | 24,353 | (3,613) | 21,387 | ||
Ending balance, shares at Mar. 31, 2021 | 6,468,750 | |||||
Net loss | (3,734) | (3,734) | ||||
Balance – September 30, 2021 at Jun. 30, 2021 | $ 647 | 24,353 | (7,347) | 17,653 | ||
Ending balance, shares at Jun. 30, 2021 | 6,468,750 | |||||
Net loss | (5,341) | (5,341) | ||||
Balance – September 30, 2021 at Sep. 30, 2021 | $ 647 | 24,353 | (12,688) | 12,312 | ||
Ending balance, shares at Sep. 30, 2021 | 6,468,750 | |||||
Balance – June 30, 2021 at Dec. 31, 2021 | $ 647 | (8,054,388) | (8,053,741) | |||
Beginning balance, shares at Dec. 31, 2021 | 6,468,750 | |||||
Net loss | (317,554) | (317,554) | ||||
Balance – September 30, 2021 at Mar. 31, 2022 | $ 647 | (8,371,942) | (8,371,295) | |||
Ending balance, shares at Mar. 31, 2022 | 6,468,750 | |||||
Proceeds received in excess of initial fair value of convertible promissory note – related party | 37,637 | 37,637 | ||||
Remeasurement of Class A ordinary shares to redemption value | (38,065) | (38,065) | ||||
Net loss | (154,809) | (154,809) | ||||
Balance – September 30, 2021 at Jun. 30, 2022 | $ 647 | 37,637 | (8,564,816) | (8,526,532) | ||
Ending balance, shares at Jun. 30, 2022 | 6,468,750 | |||||
Proceeds received in excess of initial fair value of convertible promissory note – related party | 86,216 | 86,216 | ||||
Remeasurement of Class A ordinary shares to redemption value | (1,037,424) | (1,037,424) | ||||
Net loss | 753,223 | 753,223 | ||||
Balance – September 30, 2021 at Sep. 30, 2022 | $ 647 | $ 123,853 | $ (8,849,017) | $ (8,724,517) | ||
Ending balance, shares at Sep. 30, 2022 | 6,468,750 | |||||
[1]Shares have been retroactively restated to reflect the recapitalization of the Company in the form of a 64,687.50 – for – 1 stock split and a 1.11 – for – 1 stock split, and a 1 – for – 1.11 reverse stock split[2]This number includes an aggregate of up to 843,750 Class B common shares subject to forfeiture if the overallotment option is not exercised in full or in part by the underwriter |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 7 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (12,688) | $ 280,860 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in deferred tax liability | 160,737 | |
Income on investments held in Trust Account | (1,609,766) | |
Dividend income | (670) | |
Change in fair value of convertible promissory note | (202,129) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 308,025 | |
Accounts payable and accrued expenses | 774 | 95,962 |
Income tax payable | 33,427 | |
Franchise tax payable | (37,849) | |
Net cash flows used in operating activities | (11,914) | (971,403) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Income earned withdrawn from Trust Account | 329,137 | |
Net cash flows provided by investing activities | 329,137 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Convertible promissory note – related party | 625,000 | |
Proceeds from note payable – related party | 425,000 | |
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Payment of deferred offering costs | (405,976) | |
Net cash flows provided by financing activities | 44,024 | 625,000 |
NET CHANGE IN CASH | 32,110 | (17,266) |
CASH, BEGINNING OF PERIOD | 325,250 | |
CASH, END OF PERIOD | 32,110 | 307,984 |
Supplemental disclosure of noncash activities: | ||
Deferred offering costs included in accrued offering costs | 50,818 | |
Proceeds received from convertible promissory note in excess of initial fair value | 123,853 | |
Remeasurement of Class A ordinary shares to redemption value | $ 1,075,489 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 – Description of Organization and Business Operations LF Capital Acquisition Corp. II (the “Company”) was incorporated in Delaware on February 19, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company has selected December 31 as its fiscal year end. The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity from February 19, 2021 (inception) through September 30, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the IPO, the search for a prospective 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 in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on November 16, 2021. On November 19, 2021, the Company consummated the IPO and sold 22,500,000 11.50 10.00 225,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 11,000,000 1.00 Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 3,375,000 33,750,000 1,350,000 1,350,000 Offering costs for the IPO and the exercise of the underwriter’s over-allotment option amounted to $ 15,030,508 14,231,250 9,056,250 799,258 9,056,250 Following the closing of the IPO and the exercise of the underwriter’s over-allotment option, $ 263,925,000 10.20 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 50 The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). The warrants will subject to redemption, as further described in Note 6. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of Class A Common Stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Class A Common Stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. Although redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to the Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 4) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A Common Stock sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor, officers and directors (collectively, the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A Common Stock in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 15 months from the closing of the IPO (unless extended in connection with an Extension Election as described below or as a result of an amendment to our amended and restated certificate of incorporation, which would require the approval of the holders of at least 65% of all of the Company’s then outstanding common stock) (“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 a per-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 and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $ 100,000 The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting fees (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20 per share held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic which continues to spread throughout the United States and the world. As of the date the financial statements were issued, there is considerable uncertainty around the expected duration of this pandemic. Management continues to evaluate the impact of the COVID-19 pandemic, and the Company has concluded that, while it is reasonably possible that COVID-19 could have a negative effect on the Company’s ability to identify a target company for a Business Combination, the specific impact is not readily determinable as of the date of the unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into 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. At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. Liquidity and Going Concern As of September 30, 2022, the Company had $ 307,984 265,218,910 315,917 In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB Accounting Standards Update (“ASU”) Subtopic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that should the Company be unable to complete a Business Combination, the mandatory liquidation and subsequent dissolution described in Note 1 of the financial statements that would follow, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has 15 months from the closing of the IPO (i.e., February 19, 2023) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by the specified period. If a Business Combination is not consummated by February 19, 2023, there will be a mandatory liquidation and subsequent dissolution. Also, in connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB Accounting Standards Update (“ASU”) Subtopic 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by February 19, 2023 then the Company will cease all operations except for the purpose of liquidating. The liquidity condition as well as the date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K and the final prospectus filed by the Company with the SEC on March 25, 2022 and November 17, 2021, respectively. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statement with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. ’ s f f l f f t Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022. Investments Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in unrealized gains on marketable securities held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, “Financial Instruments” (“ASC 825”). The Company has made such election for its convertible promissory note. Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the condensed statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations. Offering Costs Associated with the Initial Public Offering Offering costs amounted to $ 15,030,508 14,621,728 408,779 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the accompanying unaudited condensed balance sheet, primarily due to their short-term nature. 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. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 26.65 0.00 51.24 0.00 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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. The company has not recorded any unrecognized tax benefits since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Class A Common Stock Subject to Possible Redemption The Company follows the two-class method to calculate earnings per ordinary share. The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC 480. Conditionally redeemable Class A Common Stock (including Class A Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock is classified as stockholders’ equity. The Company’s Class A Common Stock sold in the IPO and in connection with the exercise of the underwriter’s over-allotment option feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on September 30, 2022, 25,875,000 shares of Class A Common Stock subject to possible redemption is presented as temporary equity. Immediately upon the closing of the IPO and the exercise of the underwriter’s over-allotment option, the Company recognized the accretion from the initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A Common Stock resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2022, and December 31, 2021 the shares of Class A Common Stock reflected on the unaudited condensed balance sheet are reconciled on the following table: Schedule of reconciled balance sheet Gross proceeds $ 258,750,000 Less Fair value of Public Warrants at issuance (6,727,500 ) Class A shares issuance costs (14,621,728 ) Plus: Remeasurement of carrying value to redemption value 26,524,228 Class A Common Stock subject to possible redemption at December 31, 2021 263,925,000 Plus: Remeasurement of Class A ordinary shares to redemption value 38,065 Class A Common Stock subject to possible redemption at June 30, 2022 263,963,065 Plus: Remeasurement of Class A ordinary shares to redemption value 1,037,424 Class A Common Stock subject to possible redemption at September 30, 2022 $ 265,000,489 Net income (loss) per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. A total of 12,937,500 12,350,000 25,287,500 11.50 25,287,500 include the warrants that could be issued as a result of the conversion option in the convertible promissory note. Schedule of earnings per share, basic and diluted For the three months ended September 30, 2022 2021 Class A Class B Class A common Class B common Common stock Common stock stock stock Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 602,578 $ 150,645 $ — $ (5,341 ) Remeasurement for Class A Common Stock to redemption value 1,037,424 — — — Net income (loss) $ 1,640,002 $ 150,645 $ — $ (5,341 ) Denominator: Weighted average shares outstanding 25,875,000 6,468,750 5,625,000 Basic and dilution net income (loss) per share $ 0.06 $ 0.02 $ — $ (0.00 ) For the period February 19, 2021 For the nine months ended (inception) through September 30, September 30, 2022 2021 Class B Class A Class B Class A common Common common Common stock stock stock Stock Basic and diluted net loss per share: Numerator: Allocation of net income (loss) $ 224,688 $ 56,172 $ — $ (12,688 ) Remeasurement for Class A Common Stock to redemption value 1,075,489 — — — Net income (loss) $ 1,300,177 $ 56,172 $ — $ (12,688 ) Denominator: Weighted average shares outstanding 25,875,000 6,468,750 — 5,625,000 Basic and dilution net income (loss) — Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and A S A i ’ n ’ s W r Stock Compensation Expense In connection with the Company’s IPO, founder’s shares were sold to certain independent directors by the Sponsor at the price of $ 0.004 The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”) under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The fair value of the 80,000 founder shares sold to certain independent directors as of November 19, 2021, was $627,119, or $7.84 per share. Recent Accounting Pronouncements The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company, or no material effect is expected on the financial statement as a result of future adoption. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO, and including the underwriter’s exercise of its over-allotment option, the Company sold 25,875,000 10.00 258,750,000 243,738,425 11.50 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On March 5, 2021, the Sponsor acquired 100 64,687.50-for-1 stock split 1.11-for-1 stock split 7,187,500 1-for-1.11 reverse stock split 6,468,750 843,750 80,000 6,388,750 The Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions. Holders of Founder Shares may also elect to convert their shares of Class B Common Stock into an equal number of shares of Class A Common Stock, subject to adjustment, at any time. The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement On November 19, 2021, simultaneously with the consummation of the IPO and the underwriter’s exercise of its over-allotment option, the Company consummated the issuance and sale of 12,350,000 1.00 12,350,000 11.50 Convertible Promissory Note – Related Party On April 13, 2022, the Sponsor agreed to loan the Company an aggregate of up to $1,500,000 pursuant to a promissory note (the “Convertible Note”). The Convertible Note is non-interest bearing and payable in full on February 19, 2023, unless extended. At the Company’s discretion, the Convertible Note may be converted into warrants of the Company at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. On April 13, 2022, June 30, 2022 and August 31, 2022, the Company drew $ 250,000 200,000 175,000 229,333 20,668 in additional paid-in capital. The fair value of the $200,000 drawn on June 30, 2022 was estimated to be $ 183,030 16,970 88,784 86,216 299,018 Related Party Loans On March 5, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 600,000 425,000 In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 1.00 Support Services Effective November 16, 2021, the Company entered into an Administrative Support Agreement with an entity affiliated with the Sponsor for office space and administrative support services at a monthly fee of $15,000. Since the consummation of the IPO, the Company has paid, and intends to continue paying until the earlier of the consummation of the Business Combination or the Company’s liquidation, a fee of approximately $15,000 per month. The Company recognized $ 135,000 0 45,000 0 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement, dated November 16, 2021. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45 3,375,000 3,375,000 The underwriter was paid a cash underwriting discount of $ 0.20 5,175,000 0.35 9,056,250 |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 6 — Stockholders’ Deficit Common stock Class A Common Stock— 100,000,000 0.0001 no 25,875,000 Class B Common Stock — 10,000,000 0.0001 6,468,750 Preferred Stock 1,000,000 0.0001 no Warrants 12,937,500 12,350,000 The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A Common Stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a 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, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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: ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period” and ● if, and only if, the last reported sale price of our Class A Common Stock for any 20 trading days within a 30-day trading period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities). The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the Class A Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A Common Stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A Common Stock equals or exceeds $ 10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth in the warrant agreement, subject to certain exceptions; and ● if, and only if, the Reference Value of the Company’s Class A Common Stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A Common Stock and equity-linked securities). The “fair market value” of the Company’s Class A Common Stock for the above purpose means the volume weighted average price of our Class A Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A Common Stock per warrant (subject to adjustment). Any redemption of the warrants for Class A Common Stock will apply to both the Public Warrants and the Private Placement Warrants. No fractional Class A Common Stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A Common Stock to be issued to the holder. Please see the section entitled “Description of Securities—Warrants—Public Stockholders’ Warrants” for additional information. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Placement Warrants and the shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. The exercise price and number of shares of Class A Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Class A Common Stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue 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 initial stockholders or their affiliates, without taking into account any Founder Shares held by them 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 a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A Common Stock during the 10 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional shares of Class A Common Stock or equity-linked securities. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At September 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in U.S. treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 Fair Value Measurements Quoted Prices in Significant Other Significant Other September 30, 2022 Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 265,218,910 — — Liabilities: Convertible promissory note 3 — — $ 299,018 Quoted Prices in Significant Other Significant Other December 31, 2021 Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 263,937,611 — — The following table presents the valuation inputs of the convertible promissory note as of September 30, 2022: September 30, 2022 Risk-free interest rate 3.96 % Time to Expiration (in years) 0.38 Expected volatility 3.3 % Exercise Price $ 11.50 Dividend yield 0.00 % Stock Price $ 10.06 Probability of completing an initial Business Combination (1) 50 % (1) This probability was arrived at solely for the purpose of the Level 3 input to the convertible promissory note valuation. The following table presents the changes in the fair value of the Level 3 convertible promissory note as of September 30, 2022: Schedule of changes in fair value Fair value as of March 31, 2022 $ — Initial measurement of draw on convertible promissory note - related party on April 13, 2022 229,333 Initial measurement of draw on convertible promissory note - related party on June 30, 2022 183,030 Change in fair value (544 ) Fair value as of June 30, 2022 $ 411,819 Initial measurement of draw on convertible promissory note - related party on August 31, 2022 88,784 Change in fair value (201,585 ) Fair value as of September 30, 2022 $ 299,018 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of 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 are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended September 30, 2022 are not necessarily indicative of the results that may be expected through December 31, 2022. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K and the final prospectus filed by the Company with the SEC on March 25, 2022 and November 17, 2021, respectively. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statement with those of another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. ’ s f f l f f t |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022. |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in unrealized gains on marketable securities held in Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Convertible Promissory Note | Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, the election can be at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825, “Financial Instruments” (“ASC 825”). The Company has made such election for its convertible promissory note. Using fair value option, the convertible promissory note is required to be recorded at its initial fair value on the date of issuance and each balance sheet date thereafter. Differences between the face value of the note and fair value at issuance are recognized as either an expense in the condensed statements of operations (if issued at a premium) or as a capital contribution (if issued at a discount). Changes in the estimated fair value of the notes are recognized as non-cash gains or losses in the condensed statements of operations. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs amounted to $ 15,030,508 14,621,728 408,779 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation limit of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” equals or approximates the carrying amounts represented in the accompanying unaudited condensed balance sheet, primarily due to their short-term nature. |
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. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 26.65 0.00 51.24 0.00 21 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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. The company has not recorded any unrecognized tax benefits since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company follows the two-class method to calculate earnings per ordinary share. The Company accounts for its Class A Common Stock subject to possible redemption in accordance with the guidance in ASC 480. Conditionally redeemable Class A Common Stock (including Class A Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A Common Stock is classified as stockholders’ equity. The Company’s Class A Common Stock sold in the IPO and in connection with the exercise of the underwriter’s over-allotment option feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on September 30, 2022, 25,875,000 shares of Class A Common Stock subject to possible redemption is presented as temporary equity. Immediately upon the closing of the IPO and the exercise of the underwriter’s over-allotment option, the Company recognized the accretion from the initial book value to redemption amount value. The change in the carrying value of redeemable shares of Class A Common Stock resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2022, and December 31, 2021 the shares of Class A Common Stock reflected on the unaudited condensed balance sheet are reconciled on the following table: Schedule of reconciled balance sheet Gross proceeds $ 258,750,000 Less Fair value of Public Warrants at issuance (6,727,500 ) Class A shares issuance costs (14,621,728 ) Plus: Remeasurement of carrying value to redemption value 26,524,228 Class A Common Stock subject to possible redemption at December 31, 2021 263,925,000 Plus: Remeasurement of Class A ordinary shares to redemption value 38,065 Class A Common Stock subject to possible redemption at June 30, 2022 263,963,065 Plus: Remeasurement of Class A ordinary shares to redemption value 1,037,424 Class A Common Stock subject to possible redemption at September 30, 2022 $ 265,000,489 |
Net income (loss) per Common Share | Net income (loss) per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock and Class B Common Stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. A total of 12,937,500 12,350,000 25,287,500 11.50 25,287,500 include the warrants that could be issued as a result of the conversion option in the convertible promissory note. Schedule of earnings per share, basic and diluted For the three months ended September 30, 2022 2021 Class A Class B Class A common Class B common Common stock Common stock stock stock Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 602,578 $ 150,645 $ — $ (5,341 ) Remeasurement for Class A Common Stock to redemption value 1,037,424 — — — Net income (loss) $ 1,640,002 $ 150,645 $ — $ (5,341 ) Denominator: Weighted average shares outstanding 25,875,000 6,468,750 5,625,000 Basic and dilution net income (loss) per share $ 0.06 $ 0.02 $ — $ (0.00 ) For the period February 19, 2021 For the nine months ended (inception) through September 30, September 30, 2022 2021 Class B Class A Class B Class A common Common common Common stock stock stock Stock Basic and diluted net loss per share: Numerator: Allocation of net income (loss) $ 224,688 $ 56,172 $ — $ (12,688 ) Remeasurement for Class A Common Stock to redemption value 1,075,489 — — — Net income (loss) $ 1,300,177 $ 56,172 $ — $ (12,688 ) Denominator: Weighted average shares outstanding 25,875,000 6,468,750 — 5,625,000 Basic and dilution net income (loss) — |
Warrant Instruments | Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and A S A i ’ n ’ s W r |
Stock Compensation Expense | Stock Compensation Expense In connection with the Company’s IPO, founder’s shares were sold to certain independent directors by the Sponsor at the price of $ 0.004 The Company accounts for stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”) under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The fair value of the 80,000 founder shares sold to certain independent directors as of November 19, 2021, was $627,119, or $7.84 per share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to the Company, or no material effect is expected on the financial statement as a result of future adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of reconciled balance sheet | Schedule of reconciled balance sheet Gross proceeds $ 258,750,000 Less Fair value of Public Warrants at issuance (6,727,500 ) Class A shares issuance costs (14,621,728 ) Plus: Remeasurement of carrying value to redemption value 26,524,228 Class A Common Stock subject to possible redemption at December 31, 2021 263,925,000 Plus: Remeasurement of Class A ordinary shares to redemption value 38,065 Class A Common Stock subject to possible redemption at June 30, 2022 263,963,065 Plus: Remeasurement of Class A ordinary shares to redemption value 1,037,424 Class A Common Stock subject to possible redemption at September 30, 2022 $ 265,000,489 |
Schedule of earnings per share, basic and diluted | Schedule of earnings per share, basic and diluted For the three months ended September 30, 2022 2021 Class A Class B Class A common Class B common Common stock Common stock stock stock Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ 602,578 $ 150,645 $ — $ (5,341 ) Remeasurement for Class A Common Stock to redemption value 1,037,424 — — — Net income (loss) $ 1,640,002 $ 150,645 $ — $ (5,341 ) Denominator: Weighted average shares outstanding 25,875,000 6,468,750 5,625,000 Basic and dilution net income (loss) per share $ 0.06 $ 0.02 $ — $ (0.00 ) For the period February 19, 2021 For the nine months ended (inception) through September 30, September 30, 2022 2021 Class B Class A Class B Class A common Common common Common stock stock stock Stock Basic and diluted net loss per share: Numerator: Allocation of net income (loss) $ 224,688 $ 56,172 $ — $ (12,688 ) Remeasurement for Class A Common Stock to redemption value 1,075,489 — — — Net income (loss) $ 1,300,177 $ 56,172 $ — $ (12,688 ) Denominator: Weighted average shares outstanding 25,875,000 6,468,750 — 5,625,000 Basic and dilution net income (loss) — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Quoted Prices in Significant Other Significant Other September 30, 2022 Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 265,218,910 — — Liabilities: Convertible promissory note 3 — — $ 299,018 Quoted Prices in Significant Other Significant Other December 31, 2021 Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 263,937,611 — — |
Schedule of changes in fair value | Schedule of changes in fair value Fair value as of March 31, 2022 $ — Initial measurement of draw on convertible promissory note - related party on April 13, 2022 229,333 Initial measurement of draw on convertible promissory note - related party on June 30, 2022 183,030 Change in fair value (544 ) Fair value as of June 30, 2022 $ 411,819 Initial measurement of draw on convertible promissory note - related party on August 31, 2022 88,784 Change in fair value (201,585 ) Fair value as of September 30, 2022 $ 299,018 |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Nov. 19, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Share price | $ 10.06 | |
Percentage of fair market value | 80% | |
Business combination, percentage of voting securities | 50% | |
Net tangible assets | $ 5,000,001 | |
Dissolution expenses | 100,000 | |
Operating Loss | 307,984 | |
Securities held in trust account | 265,218,910 | |
Working capital deficit | $ 315,917 | |
Sponsor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units per share | $ 0.004 | |
Underwriter [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock | $ 1,350,000 | |
Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 25,287,500 | |
Share price | $ 11.50 | $ 11.50 |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 22,500,000 | 25,875,000 |
Sale of units per share | $ 10 | $ 10 |
Sale of stock | $ 225,000,000 | $ 243,738,425 |
Offering costs | 15,030,508 | |
Underwriting fees | 14,231,250 | |
Deferred and held in the trust account | 9,056,250 | |
Other Offering costs | 799,258 | |
Deferred underwriting fees | 9,056,250 | |
Net proceeds from sale of units | $ 263,925,000 | |
Share price | $ 10.20 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock | $ 12,350,000 | |
Private Placement [Member] | Sponsor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 11,000,000 | |
Private Placement Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 12,350,000 | |
Sale of units per share | $ 1 | |
Private Placement Warrants [Member] | Sponsor [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 1,350,000 | |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 3,375,000 | |
Sale of stock | $ 33,750,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Common Class A [Member] - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Gross proceeds | $ 258,750,000 | ||
Fair value of Public Warrants at issuance | (6,727,500) | ||
Class A shares issuance costs | (14,621,728) | ||
Remeasurement of carrying value to redemption value | 26,524,228 | ||
Class A Common Stock subject to possible redemption | $ 265,000,489 | $ 263,963,065 | $ 263,925,000 |
Remeasurement of Class A ordinary shares to redemption value | $ 1,037,424 | $ 38,065 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 602,578 | $ 224,688 | ||
Remeasurement for Class A Common Stock to redemption value | 1,037,424 | 1,075,489 | ||
Net income (loss) | $ 1,640,002 | $ 1,300,177 | ||
Denominator: | ||||
Weighted average shares outstanding | 25,875,000 | 25,875,000 | ||
Basic and dilution net income (loss) per share | $ 0.06 | $ 0.05 | ||
Common Class B [Member] | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 150,645 | $ (5,341) | $ (12,688) | $ 56,172 |
Remeasurement for Class A Common Stock to redemption value | ||||
Net income (loss) | $ 150,645 | $ (5,341) | $ (12,688) | $ 56,172 |
Denominator: | ||||
Weighted average shares outstanding | 6,468,750 | 5,625,000 | 5,625,000 | 6,468,750 |
Basic and dilution net income (loss) per share | $ 0.02 | $ 0 | $ 0 | $ 0.01 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | ||
Nov. 19, 2021 | Nov. 19, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Offering Cost | $ 15,030,508 | $ 15,030,508 | ||||
FDIC amount | $ 250,000 | $ 250,000 | ||||
Effective Income Tax Rate Reconciliation, Percent | 26.65% | 0% | 0% | 51.24% | ||
Statutory tax rate, percentage | 21% | 21% | ||||
Share price | $ 10.06 | $ 10.06 | ||||
Number of shares sold,description | The fair value of the 80,000 founder shares sold to certain independent directors as of November 19, 2021, was $627,119, or $7.84 per share. | |||||
Sponsor [Member] | ||||||
Price per share | 0.004 | 0.004 | ||||
Public And Private Warrants [Member] | ||||||
Offering Cost | $ 408,779 | $ 408,779 | ||||
Public Warrants [Member] | ||||||
Shares issued | 12,937,500 | 12,937,500 | ||||
Private Placement Warrants [Member] | ||||||
Shares issued | 12,350,000 | 12,350,000 | ||||
Aggregate of shares | 12,350,000 | |||||
Price per share | 1 | 1 | ||||
Private Placement Warrants [Member] | Sponsor [Member] | ||||||
Aggregate of shares | 1,350,000 | |||||
Class A Common Stock [Member] | ||||||
Offering Cost | $ 14,621,728 | $ 14,621,728 | ||||
Price per share | 11.50 | 11.50 | ||||
Common Class A [Member] | ||||||
Aggregate of shares | 25,287,500 | |||||
Share price | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | ||
Anti-diluted shares | 25,287,500 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Nov. 19, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Share price | $ 10.06 | |
Common Class A [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 25,287,500 | |
Share price | $ 11.50 | $ 11.50 |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of units in initial public offering | 22,500,000 | 25,875,000 |
Sale of units per share | $ 10 | $ 10 |
Gross proceeds | $ 258,750,000 | |
Net proceeds | $ 225,000,000 | $ 243,738,425 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | |||||||||
Apr. 13, 2022 | Mar. 15, 2021 | Mar. 05, 2021 | Aug. 31, 2022 | Jun. 30, 2022 | Nov. 19, 2021 | Oct. 26, 2021 | Jun. 21, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Jun. 18, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||
Stock split, description | 64,687.50-for-1 stock split | 1.11-for-1 stock split | |||||||||||
Reverse stock split, description | 1-for-1.11 reverse stock split | ||||||||||||
Founder Shares | 80,000 | ||||||||||||
Convertible debt | $ 250,000 | $ 175,000 | $ 200,000 | ||||||||||
Estimated fair value | 229,333 | 88,784 | 183,030 | ||||||||||
Proceeds from debt | $ 20,668 | $ 86,216 | $ 16,970 | $ 625,000 | |||||||||
Aggregate fair value | $ 299,018 | 299,018 | |||||||||||
Working Capital Loans | $ 1,500,000 | $ 1,500,000 | |||||||||||
Conversion Price | $ 1 | $ 1 | |||||||||||
Recognized amount | $ 45,000 | $ 0 | $ 0 | $ 135,000 | |||||||||
Class A Common Stock [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sale of units per share | $ 11.50 | $ 11.50 | |||||||||||
Private Placement Warrants [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sale of units in initial public offering | 12,350,000 | ||||||||||||
Sale of units per share | 1 | $ 1 | |||||||||||
Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Gross proceeds | $ 12,350,000 | ||||||||||||
Sponsor [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued, shares | 100 | ||||||||||||
Founder Shares | 6,388,750 | ||||||||||||
Sale of units per share | $ 0.004 | $ 0.004 | |||||||||||
Loans payable | $ 300,000 | ||||||||||||
Principal amount | $ 600,000 | ||||||||||||
Repayment of Promissory Note | $ 425,000 | ||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sale of units in initial public offering | 1,350,000 | ||||||||||||
Sponsor [Member] | Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sale of units in initial public offering | 11,000,000 | ||||||||||||
Founder Shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock, Shares outstanding | 6,468,750 | 7,187,500 | |||||||||||
Number of shares forfeiture | 843,750 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Nov. 19, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |
Proceeds from initial offering | $ 5,175,000 | |
Underwriting Agreement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Proceeds from initial offering | $ 9,056,250 | |
Deferred underwriting fee | $ 0.35 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | 3,375,000 | 3,375,000 |
IPO [Member] | Underwriting Agreement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Cash underwriting discount | $ 0.20 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Share redemption price per share | $ 18 | |
Warrant [Member] | ||
Class of Stock [Line Items] | ||
Warrant price per share | $ 0.01 | |
Public Warrants [Member] | ||
Class of Stock [Line Items] | ||
Warrants outstanding | 12,937,500 | 12,937,500 |
Private Placement Warrants [Member] | ||
Class of Stock [Line Items] | ||
Warrants outstanding | 12,350,000 | 12,350,000 |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 100,000,000 | |
Common stock, par value | $ 0.0001 | |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 | |
Common stock subject to possible redemption | 25,875,000 | |
Share redemption price per share | $ 10 | |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized | 10,000,000 | |
Common stock, par value | $ 0.0001 | |
Common stock, shares issued | 6,468,750 | |
Common stock, shares outstanding | 6,468,750 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Convertible promissory note | $ 299,018 | $ 411,819 | ||
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
U.S. Treasury Securities | 265,218,910 | $ 263,937,611 | ||
Convertible promissory note | ||||
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
U.S. Treasury Securities | ||||
Convertible promissory note | ||||
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
U.S. Treasury Securities | ||||
Convertible promissory note | $ 299,018 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 2) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair value of convertible note, beginning | $ 411,819 | |
Initial measurement of draw on convertible promissory note - related party | 88,784 | 229,333 |
Initial measurement of draw on convertible promissory note - related party | 183,030 | |
Change in fair value | (201,585) | (544) |
Fair value of convertible note, ending | $ 299,018 | $ 411,819 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details Narrative) | 9 Months Ended | |
Sep. 30, 2022 $ / shares | ||
Fair Value Disclosures [Abstract] | ||
Risk free interest rate | 3.96% | |
Time to Expiration | 4 months 17 days | |
Expected volatility | 3.30% | |
Exercise Price | $ 11.50 | |
Dividend yield | 0% | |
Stock Price | $ 10.06 | |
Probability of completing an initial Business Combination | 50% | [1] |
[1]This probability was arrived at solely for the purpose of the Level 3 input to the convertible promissory note valuation. |