Document and Entity Information
Document and Entity Information - USD ($) | 10 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-41013 | ||
Entity Registrant Name | Concord Acquisition Corp III | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2171699 | ||
Entity Address, Address Line One | 477 Madison Avenue | ||
Entity Address, City or Town | New York | ||
Entity Address State Or Province | NY | ||
Entity Address, Postal Zip Code | 10022 | ||
City Area Code | 212 | ||
Local Phone Number | 883-4330 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Central Index Key | 0001851961 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 0 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Philadelphia, PA | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | ||
Trading Symbol | CNDB | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 34,500,000 | ||
Warrants to purchase one share of common stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase one share of common stock | ||
Trading Symbol | CNDB.WS | ||
Security Exchange Name | NYSE | ||
Units, each consisting of one share of common stock and one-half of one redeemable warrant | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of common | ||
Trading Symbol | CNDB.U | ||
Security Exchange Name | NYSE | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,625,000 |
Balance Sheet
Balance Sheet | Dec. 31, 2021USD ($) |
Current assets: | |
Cash | $ 1,214,555 |
Prepaid expenses | 396,482 |
Total current assets | 1,611,037 |
Long-term prepaid expenses | 323,985 |
Marketable securities and cash held in Trust Account | 351,921,694 |
Total assets | 353,856,716 |
Current liabilities: | |
Due to related party | 2,727 |
Accounts payable and accrued offering costs | 309,438 |
Total current liabilities | 312,165 |
Sponsor loans | 5,490,000 |
Warrant liability | 18,655,000 |
Deferred underwriters' discount | 12,075,000 |
Total liabilities | 36,532,165 |
Commitments and contingencies | |
Common stock subject to possible redemption, 34,500,000 shares at redemption value of $10.20 | 351,900,000 |
Stockholders' deficit: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Accumulated deficit | (34,576,312) |
Total stockholders' deficit | (34,575,449) |
Total liabilities and stockholders' deficit | 353,856,716 |
Class A Common Stock | |
Current liabilities: | |
Common stock subject to possible redemption, 34,500,000 shares at redemption value of $10.20 | 351,900,000 |
Class B Common Stock | |
Stockholders' deficit: | |
Common stock | $ 863 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Dec. 31, 2021$ / sharesshares |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 200,000,000 |
Common shares, shares issued | 0 |
Common shares, shares outstanding | 0 |
Common stock subject to possible redemption shares | 34,500,000 |
Common stock subject to possible redemption price per share | $ / shares | $ 10.20 |
Class B Common Stock | |
Common shares, par value, (per share) | $ / shares | $ 0.0001 |
Common shares, shares authorized | 20,000,000 |
Common shares, shares issued | 8,625,000 |
Common shares, shares outstanding | 8,625,000 |
Statement of Operations
Statement of Operations | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Formation and operating costs | $ (361,567) |
Loss from operations | (361,567) |
Other (income) expense | |
Interest earned on investment held in Trust Account | (21,694) |
Changes in fair value of warrant liability and sponsor loans | (11,431,645) |
Offering costs attributable to warrant liability | 1,035,747 |
Fair value of Private Placement Warrants in excess of purchase price | 886,420 |
Total other income, net | (9,531,172) |
Net income | $ 9,169,605 |
Class A Common Stock | |
Other (income) expense | |
Weighted average shares outstanding, basic | shares | 5,876,972 |
Weighted average shares outstanding, diluted | shares | 5,876,972 |
Basic net income per share | $ / shares | $ 0.69 |
Diluted net income per share | $ / shares | $ 0.68 |
Class B Common Stock | |
Other (income) expense | |
Weighted average shares outstanding, basic | shares | 7,459,967 |
Weighted average shares outstanding, diluted | shares | 7,619,690 |
Basic net income per share | $ / shares | $ 0.69 |
Diluted net income per share | $ / shares | $ 0.68 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Deficit - 10 months ended Dec. 31, 2021 - USD ($) | Class A Common StockCommon Stock | Class B Common StockCommon Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Feb. 17, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Feb. 17, 2021 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Class B common stock issued to initial stockholders | $ 863 | 24,137 | 25,000 | |||
Class B common stock issued to initial stockholders (in shares) | 8,625,000 | |||||
Remeasurement of shares subject to redemption | $ (24,137) | (43,745,917) | (43,770,054) | |||
Net income | 9,169,605 | 9,169,605 | ||||
Balance at the end at Dec. 31, 2021 | $ 863 | $ (34,576,312) | $ (34,575,449) | |||
Balance at the end (in shares) at Dec. 31, 2021 | 8,625,000 |
Statement of Cash Flows
Statement of Cash Flows | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Cash flows from operating activities: | |
Net income | $ 9,169,605 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on investment held in Trust Account | (21,694) |
Changes in fair value of warrant liability and sponsor loans | (11,431,645) |
Offering costs attributable to warrant liability | 1,035,747 |
Fair value of Private Placement Warrants in excess of purchase price | 886,420 |
Changes in operating assets and liabilities: | |
Prepaid expenses | (720,467) |
Due to related party | 2,727 |
Accounts payable and accrued offering costs | 224,438 |
Net cash used in operating activities | (854,869) |
Cash Flows from Investing Activities: | |
Investment of cash in Trust Account | (351,900,000) |
Net cash used in investing activities | (351,900,000) |
Cash flows from financing activities: | |
Proceeds from sale of Units, net of underwriters' discount | 338,100,000 |
Proceeds from issuance of private placement warrants | 9,400,000 |
Proceeds from issuance of sponsor loans | 6,900,000 |
Proceeds from sale of common stock to initial stockholders | 25,000 |
Proceeds from issuance of promissory note to related party | 175,000 |
Payment of offering costs | (455,576) |
Repayment of promissory note to related party | (175,000) |
Net cash provided by financing activities | 353,969,424 |
Net change in cash | 1,214,555 |
Cash, beginning of the period | 0 |
Cash, end of the period | 1,214,555 |
Non-cash financing transactions: | |
Initial classification of warrant liability | 28,676,645 |
Deferred underwriting fee payable | 12,075,000 |
Offering costs included in accounts payable and accrued offering expenses | $ 85,000 |
Organization, Business Operatio
Organization, Business Operations and Liquidity | 10 Months Ended |
Dec. 31, 2021 | |
Organization, Business Operations and Liquidity | |
Organization, Business Operations and Liquidity | Note 1 — Organization, Business Operations and Liquidity Organization and General Concord Acquisition Corp III (the “Company”) is a newly organized, blank check company incorporated on February 18, 2021, as a Delaware corporation 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”). As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 18, 2021 (inception) through December 31, 2021 relates to the Company’s formation, the Initial Public Offering (as defined below) and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, and non-operating income or expense from the changes in the fair value of warrant liability and sponsor loans. The Company has selected December 31 as its fiscal year end. The Company’s sponsors are Concord Sponsor Group III LLC (the “Sponsor”) (an affiliate of Atlas Merchant Capital LLC), and CA2 Co-Investment LLC (an affiliate of one of the underwriters of the Initial Public Offering) (“CA2 Co-Investment” and, together with the Sponsor, the “Sponsors”). The registration statements for the Initial Public Offering were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company completed its initial public offering (the “Initial Public Offering” or “IPO”) of 34,500,000 units (“Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the private placement of 8,260,606 warrants to the Sponsor and 1,139,394 warrants to CA2 Co-Investment (together, the "Private Placement Warrants"), each at a price of $1.00 per Private Placement Warrants, generating total proceeds of $9,400,000, which is described in Note 4. The Company also executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000 (the “Sponsors Loans”). The Sponsor Loans shall be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants, which are described in Note 7. Offering costs amounted to $18,479,829, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $540,576 of other offering costs offset by $1,035,747 of offering costs attributable to the warrant liability recorded in accumulated deficit. In addition, $2,089,239 of cash was held outside of the Trust Account (as defined below) on November 8, 2021 and was available for working capital purposes. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination 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 of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering, a total of $351,900,000 ($10.20 per Unit) of the net proceeds from the IPO, the Private Placement and the Sponsor Loans was deposited in a trust account (“Trust Account”) and was 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 the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the public shares if the Company has not completed the initial Business Combination within 18 months (or up to 24 months, as applicable) from the closing of the Initial Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders. 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: (1) in connection with a stockholder meeting called to approve the Business Combination; or (2) by means of a tender offer. Except as required by applicable law or stock exchange rules, 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 public 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two 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 shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. The public shares are subject to FASB 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 this change immediately. The shares of common stock subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board's ("FASB") 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. Initial Business Combination The Company has 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period or during any Extension Period (as defined below), the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten 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 liquidating distributions, if any), (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, 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. There will be no redemption rights or liquidating distributions with respect to their warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period. The Sponsors, officers and directors have agreed to waive: (1) their redemption rights with respect to any Founder shares (as described in Note 5) and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any Founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the obligation to allow redemptions in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) 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 or during any extended time that the Company has to consummate a Business Combination beyond the Combination Period as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). 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 discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below: (1) $10.20 per public share; or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations. Liquidity and Capital Resources As of December 31, 2021, the Company had cash on hand of $1,214,555 held outside of the Trust Account and available for working capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations. Based on the foregoing, management believes that the Company will have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, expenditures required for operating the business, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might results from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 10 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented and prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury securities as held-to-maturity in accordance with ASC Topic 320, “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet. Fair value of these marketable securities amounted to $351,923,363 at December 31, 2021. Amortized cost of these marketable securities amounted to $351,921,694 at December 31, 2021. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest earned on investment held in trust account” line item in the statement of operations. Interest income is recognized when earned. Accretion of the discounts amounted to $21,694 for the period from February 18, 2021 (inception) through December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021, the Company has not experienced losses on this account. Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, on November 8, 2021, offering costs totaling $18,479,829, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $540,576 of other offering costs offset by $1,035,747 of offering costs attributable to the warrant liability recorded in accumulated deficit. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders' equity. The Company's shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders' deficit section of the Company's balance sheet. All of the 34,500,000 shares of Class A 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 the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock have been classified outside of permanent equity. 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. At December 31, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Deferred underwriting costs $ (11,431,342) Paid underwriting fees (6,532,196) Proceeds allocated to Public Warrants (18,390,225) Other offering costs paid (516,291) Plus: Remeasurement of shares subject to redemption $ 43,770,054 Class A common stock subject to possible redemption $ 351,900,000 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 sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the 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 at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Sponsor Loans The Company has elected to account for the $6,900,000 in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25. The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments. The Company has elected to apply the fair value option to the Sponsor Loans to simplify the accounting model applied to that class of financial instruments. See Notes 5 and 8 for additional information. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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 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 recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 tax examinations 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. Net Income Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement and (iv) sponsor loans since the exercise of the warrants and sponsor loans would be anti-dilutive. The warrants are exercisable to purchase 14,737,883 shares of Class A common stock in the aggregate. At December 31, 2021, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value. For the period from February 18, 2021 (Inception) through December 31, 2021, net income per common share is as follows: Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income (Basic net income per share) $ 4,040,620 $ 5,128,985 Dilutive effect of contingently issued stock $ (47,817) $ 47,817 Allocation of net income (Diluted net income per share) $ 3,992,803 $ 5,176,802 Denominator Basic weighted-average shares outstanding 5,876,972 7,459,967 Dilutive effect of contingently issued stock — 159,722 Diluted weighted-average shares outstanding 5,876,972 7,619,690 Basic net income per share $ 0.69 $ 0.69 Diluted net income per share $ 0.68 $ 0.68 Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 10 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering. | |
Initial Public Offering | Note 3 — Initial Public Offering On November 8, 2021, the Company completed its IPO of 34,500,000 units, including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000. Each Unit consists of one share of Class A common stock and one The underwriters were paid a cash underwriting discount of $6,900,000, or $0.20 per Unit, of the gross proceeds of the IPO. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% or $12,075,000 of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company's initial Business Combination subject to the terms of the underwriting agreement. |
Private Placement
Private Placement | 10 Months Ended |
Dec. 31, 2021 | |
Private Placement. | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Company completed a private placement of an aggregate of 9,400,000 warrants at a price of $1.00 per Private Placement Warrant, generating total gross proceeds of $9,400,000. A portion of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the IPO held in the Trust Account. Amounts by which fair value of Private Placement Warrants exceeds cash proceeds have been recognized as expense. |
Related Party Transactions
Related Party Transactions | 10 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On March 1, 2021, the Sponsor paid $25,000 in exchange for 7,187,500 shares of Class B common stock (the “Founder Shares”). On March 25, 2021, the Sponsor transferred an aggregate of 75,000 Founder Shares to three members of the board of directors (each received 25,000 Founder Shares). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 28,750,000 Units if the underwriters’ over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. On November 4, 2021, the Company’s board of directors approved the issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend, resulting in an aggregate of 8,625,000 Class B common shares outstanding. At November 8, 2021, the total number of Class B common shares outstanding have been adjusted to reflect the issuance of the additional shares. The number of Founder Shares outstanding was adjusted based on the Initial Public Offering of 34,500,000 Units such that the Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. The Company’s initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported 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. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares (the “Lock-up”). The sale or transfers of the Founder Shares to members of the Company’s the board of directors, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of December 31, 2021, the Company determined that a Business Combination is not considered probable until the business combination is completed, and therefore, no stock-based compensation expense has been recognized. Promissory Note — Related Party The Sponsor agreed to loan the Company an aggregate of up to $200,000 to be used for a portion of the expenses of IPO. The loan was non-interest bearing, unsecured and due at the later of July 31, 2021, or the closing of the IPO. As of November 8, 2021, the Sponsor had loaned to the Company an aggregate of $175,000 under the promissory note to pay for formation costs and a portion of the expenses of the IPO. The entire loan was repaid at the closing of the IPO out of the offering proceeds not held in the Trust Account and as such there was no balance outstanding as of December 31, 2021. Sponsor Loans The Company executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000. The Sponsors Loans were extended in order to ensure that the amount in the Trust Account is $10.20 per public share with the proceeds of the Sponsors Loans being added to the Trust Account. The Sponsors Loans are non-interest bearing with the principal balance to be repaid or converted into warrants at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. All accrued and unpaid principal of the Sponsor Loans that is not converted into warrants shall continue to remain outstanding and to be subject to the terms and conditions of the Sponsor Loans and will become payable on the date the initial Business Combination is completed. If converted, the Sponsor Loan Warrants would be identical to the Private Placement Warrants. If the Company does not complete an initial Business Combination, the Company will not repay the Sponsors Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Company’s public stockholders. See Note 8 for additional information. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsors, an affiliate of the Sponsors or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsors. At December 31, 2021, no such Working Capital Loans were outstanding. Related Party Extension Loans The Company will have until May 8, 2023 to consummate an initial business combination. However, if the Company anticipates that it may not be able to consummate its initial business combination by May 8, 2023, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a business combination up to two times, each by an additional three months (or until August 8, 2023 or November 8, 2023, as applicable,), subject to the sponsor depositing additional funds into the trust account as set out below. The Company’s stockholders will not be entitled to vote or redeem their shares in connection with any such extension. Pursuant to the terms of the Company’s amended and restated certificate of incorporation, in order for the time available for the Company to consummate its initial business combination to be extended for any such three-month period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $3,450,000 (or $0.10 per unit sold in this offering in either case, up to an aggregate of $6,900,000), on or prior to the date of the applicable deadline, for each three month extension. Any such payment would be made in the form of a non-interest bearing loan in substantially the same form as the sponsor loan and would be repaid, if at all, from funds released to the Company upon completion of its initial business combination. Any such extension loan may be converted into warrants at the price of $1.00 per warrant at the option of the lender at or prior the time of the business combination. The warrants would be identical to the private placement warrants issued to the Company’s sponsors. The Sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete its initial business combination. If the Company is unable to consummate an initial business combination within such time period, it will redeem 100% of its issued and outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate. Administrative Service Fee The Company has agreed to pay an affiliate of its Sponsor, commencing on November 3, 2021, a total of $20,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company has recognized $38,000 for the administrative service fee for the period from the November 3, 2021 to December 31, 2021. As of December 31, 2021, the Company had no outstanding balance due to the affiliate of the Sponsor related to the administrative service fee. In the normal course of business, certain expenses of the Company may be paid by, and then reimbursed to an affiliate of the Sponsor. As of December 31, 2021, the Company had an outstanding balance due to the affiliate of the Sponsor of $2,727 . The amount is included in due to related party on the balance sheet and includes but is not limited to legal expense, expense related to identifying a target business, and other expenses. |
Commitments and Contingencies
Commitments and Contingencies | 10 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Sponsor Loans or Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Sponsor Loans or Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement entered into on November 3, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On November 8, 2021, the underwriters were paid a cash underwriting discount of |
Stockholders' Equity
Stockholders' Equity | 10 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Preferred Stock The Company is authorized to issue a total of 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At December 31, 2021, there were no shares of preferred shares issued or outstanding Class A Common Stock The Company is authorized to issue a total of 200,000,000 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. At December 31, 2021, there were no shares of Class A common stock issued and outstanding Class B Common Stock The Company is authorized to issue a total of 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. At December 31, 2021, there were 8,625,000 shares of Class B common stock issued and outstanding The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported 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. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the Class A common stock issuable upon exercise of the Private Placement Warrants or any Sponsor Loan Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. In no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one. Warrants Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the satisfying the Company's obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such Unit. The Company is not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 20 60 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 public warrants: · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and · if, and only if, the last reported 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 Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding public warrants: · in whole and not in part; · at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock based on the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below; · upon a minimum of 30 days’ prior written notice of redemption · if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and · if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The “fair market value” of the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings. 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). |
Fair Value Measurement
Fair Value Measurement | 10 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement | |
Fair Value Measurement | Note 8— Fair Value Measurement The following table presents fair value information as of December 31, 2021 for the Company’s warrant liability and Sponsor Loans that are accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The fair value of the Company’s warrant liability and Sponsor Loans are based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. The fair value of the warrant liability and Sponsor Loans are classified within Level 3 of the fair value hierarchy. The following table sets forth by level within the fair value hierarchy the Company’s liability that was accounted for at fair value on a recurring basis: Liabilities: Level December 31, 2021 Warrant Liability – Public Warrants 3 $ 12,075,000 Warrant Liability – Private Placement Warrants 3 $ 6,580,000 Sponsor Loans 3 $ 5,490,000 Under the guidance in ASC 815-40, the warrants do not meet the criteria for equity treatment. As such, the warrants must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Sponsor Loan Measurement Initial Measurement The valuation of the Sponsor Loans as of November 8, 2021, was based on the transaction prices that serve as a proxy for fair value that were observed on that date. Subsequent Measurement The Company valued the Sponsor Loans using bond plus call approach, where the fair value of the Notes was calculated as the sum of (i) the fair value of the contractual cash flows of the Sponsor Loans absent the Conversion Option and (ii) the fair value of the Conversion Option which is determined using a risk-neutral framework based on the daily binomial lattice analysis. As of December 31, 2021, the fair value of the sponsor loans amounted to $5,490,000. For the period from February 18, 2021 (inception) through December 31, 2021, the fair value adjustment amounted to $1,410,000 which is credited to operations for this period. The following table sets forth the fair value, unpaid principal balance and fair value adjustment for the period from February 18, 2021 (inception) through December 31, 2021 for the sponsor loans. The Company has elected to account for the sponsor loans under the fair value option: Fair Value Option Fair Value Liabilities: Fair Value Unpaid Principal Balance Adjustment Sponsor Loans $ 5,490,000 $ 6,900,000 $ 1,410,000 The key inputs into the valuation model were as follows: December 31, 2021 Subsequent Measurement Input Sponsor Loans Common stock price $ 9.90 Risk free interest rate (Bond) 0.33 % Risk-free forward interest rate (Conversion Option) 1.50 % Expected term in years 0.85 years Expected volatility 10.40 % Credit spread 3.19 % Warrant Liability Measurement Initial Measurement The Company established the initial fair value for the warrants on November 8, 2021, the date of the Company’s Initial Public Offering, using a modified Black-Scholes model for the Public Warrants and Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant) and (ii) the sale of Private Placement Warrants, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as a credit to accumulated deficit based on their relative fair values recorded at the initial measurement date. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the modified Black-Scholes model were as follows: November 8, 2021 Initial Measurement Input Public Warrants Private Placement Warrants Common stock price $ 9.60 $ 9.60 Risk-free interest rate 1.27 % 1.27 % Expected term in years 6.00 years 6.00 years Expected volatility 17.24 % 17.24 % Exercise price $ 11.50 $ 11.50 Subsequent Measurement The warrants are measured at fair value on a recurring basis. Fair value as of December 31, 2021 is based on a Black Scholes valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets for the Public Warrants and Private Placement Warrants as Level 3. Although the Public Warrants started trading separately from the units issued in the IPO in December 2021, they are classified as Level 3 because there was not an active market for the warrants as of December 31, 2021. The key inputs into the Black Scholes Model for the Public Warrants and Private Placement Warrants were as follows: December 31, 2021 Subsequent Measurement Input Public Warrants Private Placement Warrants Common stock price $ 9.90 $ 9.90 Risk-free interest rate 1.34 % 1.34 % Expected term in years 5.85 years 5.85 years Expected volatility 10.40 % 10.40 % Exercise price $ 11.50 $ 11.50 The following table presents the changes in the fair value of the warrant liability and the sponsor loans: Public Private Placement Warrant Sponsor Warrants Warrants Liability Loans Initial measurement of fair value on November 8, 2021 $ 18,390,225 $ 10,286,420 $ 28,676,645 $ 6,900,000 Change in valuation inputs or other assumptions 6,315,225 3,706,420 10,021,645 1,410,000 Fair value as of December 31, 2021 $ 12,075,000 $ 6,580,000 $ 18,655,000 $ 5,490,000 To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. |
Income Taxes
Income Taxes | 10 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 9 — Income Taxes As of December 31, 2021, the Company’s net deferred tax assets are as follows: Deferred tax asset: Organizational costs/Startup expenses $ 39,442 Federal net operating loss 31,932 Total deferred tax asset 71,374 Valuation allowance (71,374) Deferred tax asset, net of allowance $ — The income tax provision for the period from February 18, (inception) through December 31, 2021, consists of the following: Federal: Current $ — Deferred 71,374 State: Current — Deferred — Change in valuation allowance (71,374) Income tax provision $ — As of December 31, 2021, the Company has $152,055 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from February 18, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $71,374. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Transaction costs 2.4 % Change in fair value of the warrant liability and sponsor loans (26.2) % Fair value of Private Placement Warrants in excess of purchase price 2.0 % Change in valuation allowance 0.8 % Income tax provision 0.0 % |
Subsequent Events
Subsequent Events | 10 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 10 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented and prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Emerging Growth Company | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account The Company classifies its U.S. Treasury securities as held-to-maturity in accordance with ASC Topic 320, “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet. Fair value of these marketable securities amounted to $351,923,363 at December 31, 2021. Amortized cost of these marketable securities amounted to $351,921,694 at December 31, 2021. A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest earned on investment held in trust account” line item in the statement of operations. Interest income is recognized when earned. Accretion of the discounts amounted to $21,694 for the period from February 18, 2021 (inception) through December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2021, the Company has not experienced losses on this account. |
Offering Costs | Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-“Expenses of Offering”. Offering costs consist of legal, accounting, underwriting discount and other costs that are directly related to the IPO. Accordingly, on November 8, 2021, offering costs totaling $18,479,829, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $540,576 of other offering costs offset by $1,035,747 of offering costs attributable to the warrant liability recorded in accumulated deficit. The Company adopted the residual method to allocate the gross proceeds between Class A common stock and warrants based on their relative fair values. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders' equity. The Company's shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders' deficit section of the Company's balance sheet. All of the 34,500,000 shares of Class A 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 the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A common stock have been classified outside of permanent equity. 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. At December 31, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Deferred underwriting costs $ (11,431,342) Paid underwriting fees (6,532,196) Proceeds allocated to Public Warrants (18,390,225) Other offering costs paid (516,291) Plus: Remeasurement of shares subject to redemption $ 43,770,054 Class A common stock subject to possible redemption $ 351,900,000 |
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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the 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 at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant Liability | Warrant Liability The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. |
Sponsor Loans | Sponsor Loans The Company has elected to account for the $6,900,000 in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25. The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments. The Company has elected to apply the fair value option to the Sponsor Loans to simplify the accounting model applied to that class of financial instruments. See Notes 5 and 8 for additional information. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement 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 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 recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of 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 tax examinations 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. |
Net Income Per Common Share | Net Income Per Common Share The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement and (iv) sponsor loans since the exercise of the warrants and sponsor loans would be anti-dilutive. The warrants are exercisable to purchase 14,737,883 shares of Class A common stock in the aggregate. At December 31, 2021, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value. For the period from February 18, 2021 (Inception) through December 31, 2021, net income per common share is as follows: Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income (Basic net income per share) $ 4,040,620 $ 5,128,985 Dilutive effect of contingently issued stock $ (47,817) $ 47,817 Allocation of net income (Diluted net income per share) $ 3,992,803 $ 5,176,802 Denominator Basic weighted-average shares outstanding 5,876,972 7,459,967 Dilutive effect of contingently issued stock — 159,722 Diluted weighted-average shares outstanding 5,876,972 7,619,690 Basic net income per share $ 0.69 $ 0.69 Diluted net income per share $ 0.68 $ 0.68 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging --Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements. The Company's management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Summary of Reconciled the Class A Ordinary shares reflected in the balance sheets | At December 31, 2021, the Class A common stock reflected in the balance sheet is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Deferred underwriting costs $ (11,431,342) Paid underwriting fees (6,532,196) Proceeds allocated to Public Warrants (18,390,225) Other offering costs paid (516,291) Plus: Remeasurement of shares subject to redemption $ 43,770,054 Class A common stock subject to possible redemption $ 351,900,000 |
Reconciliation of Net Loss per Common Share | For the period from February 18, 2021 (Inception) through December 31, 2021, net income per common share is as follows: Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income (Basic net income per share) $ 4,040,620 $ 5,128,985 Dilutive effect of contingently issued stock $ (47,817) $ 47,817 Allocation of net income (Diluted net income per share) $ 3,992,803 $ 5,176,802 Denominator Basic weighted-average shares outstanding 5,876,972 7,459,967 Dilutive effect of contingently issued stock — 159,722 Diluted weighted-average shares outstanding 5,876,972 7,619,690 Basic net income per share $ 0.69 $ 0.69 Diluted net income per share $ 0.68 $ 0.68 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement | |
Schedule of liabilities measured on fair value on a recurring basis | Liabilities: Level December 31, 2021 Warrant Liability – Public Warrants 3 $ 12,075,000 Warrant Liability – Private Placement Warrants 3 $ 6,580,000 Sponsor Loans 3 $ 5,490,000 |
Schedule of Fair value option | The following table sets forth the fair value, unpaid principal balance and fair value adjustment for the period from February 18, 2021 (inception) through December 31, 2021 for the sponsor loans. The Company has elected to account for the sponsor loans under the fair value option: Fair Value Option Fair Value Liabilities: Fair Value Unpaid Principal Balance Adjustment Sponsor Loans $ 5,490,000 $ 6,900,000 $ 1,410,000 |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | December 31, 2021 Subsequent Measurement Input Sponsor Loans Common stock price $ 9.90 Risk free interest rate (Bond) 0.33 % Risk-free forward interest rate (Conversion Option) 1.50 % Expected term in years 0.85 years Expected volatility 10.40 % Credit spread 3.19 % November 8, 2021 Initial Measurement Input Public Warrants Private Placement Warrants Common stock price $ 9.60 $ 9.60 Risk-free interest rate 1.27 % 1.27 % Expected term in years 6.00 years 6.00 years Expected volatility 17.24 % 17.24 % Exercise price $ 11.50 $ 11.50 December 31, 2021 Subsequent Measurement Input Public Warrants Private Placement Warrants Common stock price $ 9.90 $ 9.90 Risk-free interest rate 1.34 % 1.34 % Expected term in years 5.85 years 5.85 years Expected volatility 10.40 % 10.40 % Exercise price $ 11.50 $ 11.50 |
Schedule of change in the fair value of the warrant liabilities | Public Private Placement Warrant Sponsor Warrants Warrants Liability Loans Initial measurement of fair value on November 8, 2021 $ 18,390,225 $ 10,286,420 $ 28,676,645 $ 6,900,000 Change in valuation inputs or other assumptions 6,315,225 3,706,420 10,021,645 1,410,000 Fair value as of December 31, 2021 $ 12,075,000 $ 6,580,000 $ 18,655,000 $ 5,490,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 10 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of net deferred tax assets | As of December 31, 2021, the Company’s net deferred tax assets are as follows: Deferred tax asset: Organizational costs/Startup expenses $ 39,442 Federal net operating loss 31,932 Total deferred tax asset 71,374 Valuation allowance (71,374) Deferred tax asset, net of allowance $ — |
Income tax benefit | The income tax provision for the period from February 18, (inception) through December 31, 2021, consists of the following: Federal: Current $ — Deferred 71,374 State: Current — Deferred — Change in valuation allowance (71,374) Income tax provision $ — |
Schedule of federal income tax rate to effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Transaction costs 2.4 % Change in fair value of the warrant liability and sponsor loans (26.2) % Fair value of Private Placement Warrants in excess of purchase price 2.0 % Change in valuation allowance 0.8 % Income tax provision 0.0 % |
Organization, Business Operat_2
Organization, Business Operations and Liquidity (Details) | Nov. 08, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||
Purchase price, per unit | $ / shares | $ 10 | $ 10.20 |
Proceeds from issuance initial public offering | $ 345,000,000 | |
Gross proceeds | $ 9,400,000 | |
Aggregate amount | $ 6,900,000 | |
Conversion price | $ / shares | $ 1 | |
Transaction Costs | 18,479,829 | |
Underwriting fees | 6,900,000 | |
Deferred underwriting fee payable | 12,075,000 | |
Other offering costs | 540,576 | |
Offering costs attributable to warrant liability recorded in accumulated deficit | 1,035,747 | |
Marketable securities held in Trust Account | $ 2,089,239 | $ 351,921,694 |
Net proceeds from IPO, Private Placement and Sponsor Loans | $ 351,900,000 | |
Condition for future business combination number of businesses minimum | 1 | |
Condition for future business combination use of proceeds percentage | 80 | |
Condition for future business combination threshold Percentage Ownership | 50 | |
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 2 days | |
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | |
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | |
Months to complete acquisition | 18 months | |
Redemption period upon closure | 10 days | |
Maximum Allowed Dissolution Expenses | $ 100,000 | |
Cash on hand | $ 1,214,555 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | shares | 34,500,000 | |
Purchase price, per unit | $ / shares | $ 0.20 | |
Proceeds from issuance initial public offering | $ 12,075,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants (in shares) | shares | 9,400,000 | |
Price of warrant | $ / shares | $ 1 | $ 1 |
Gross proceeds | $ 9,400,000 | $ 9,400,000 |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Units, net of underwriting discounts (in shares) | shares | 4,500,000 | |
Purchase price, per unit | $ / shares | $ 10 | |
Sponsor | Sponsor Loan Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate amount | $ 6,900,000 | |
Conversion price | $ / shares | $ 1 | |
Sponsor | Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate amount | $ 6,900,000 | |
Sponsor | Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants (in shares) | shares | 8,260,606 | |
CA2 Co-Investment LLC | Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of Private Placement Warrants (in shares) | shares | 1,139,394 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | Nov. 08, 2021 | Dec. 31, 2021 |
marketable securities | $ 351,923,363 | |
Amortized cost of marketable securities | 351,921,694 | |
Interest earned on marketable securities held in Trust Account | 21,694 | |
Cash underwriting discount | $ 6,900,000 | |
Deferred underwriting discount | 12,075,000 | |
Other offering costs | 540,576 | |
Offering costs attributable to warrant liability recorded in accumulated deficit | 1,035,747 | |
Aggregate amount | 6,900,000 | |
Unrecognized tax benefits accrued for interest and penalties | 0 | |
Unrecognized tax benefits | $ 0 | |
Statutory tax rate (as a percent) | 21.00% | |
Threshold trading days for redemption of public warrants | 20 years | |
Offering costs | 18,479,829 | |
Federal Depository Insurance Coverage | $ 250,000 | |
Number of warrants issued | 26,650,000 | |
Initial Public Offering | ||
Cash underwriting discount | $ 6,900,000 | |
Number of units sold | 34,500,000 | |
Initial Public Offering | Sponsor | ||
Aggregate amount | $ 6,900,000 | |
Over-allotment option | ||
Number of units sold | 4,500,000 | |
Private Placement Warrants | ||
Number of warrants issued | 9,400,000 | |
Public Warrants | ||
Number of warrants issued | 17,250,000 | |
Sponsor Loan Warrants | Sponsor | ||
Aggregate amount | $ 6,900,000 | |
Class A Common Stock | Initial Public Offering | ||
Number of units sold | 34,500,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Common Stock Subject to Possible Redemption (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Temporary Equity [Line Items] | |
Class A common stock subject to possible redemption | $ 351,900,000 |
Class A Common Stock | |
Temporary Equity [Line Items] | |
Gross proceeds | 345,000,000 |
Deferred underwriting costs | (11,431,342) |
Paid underwriting fees | (6,532,196) |
Proceeds allocated to Public Warrants | (18,390,225) |
Other offering costs paid | (516,291) |
Remeasurement of shares subject to redemption | 43,770,054 |
Class A common stock subject to possible redemption | $ 351,900,000 |
Significant Accounting Polici_6
Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) | 10 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Class A Common Stock | |
Number of warrants to purchase shares issued | shares | 14,737,883 |
Numerator: | |
Allocation of net income (Basic net income per share) | $ | $ 4,040,620 |
Dilutive effect of contingently issued stock | $ | (47,817) |
Allocation of net income (Diluted net income per share) | $ | $ 3,992,803 |
Denominator | |
Weighted average shares outstanding, basic | shares | 5,876,972 |
Weighted average shares outstanding, diluted | shares | 5,876,972 |
Basic net income per share | $ / shares | $ 0.69 |
Diluted net income per share | $ / shares | $ 0.68 |
Class B Common Stock | |
Numerator: | |
Allocation of net income (Basic net income per share) | $ | $ 5,128,985 |
Dilutive effect of contingently issued stock | $ | 47,817 |
Allocation of net income (Diluted net income per share) | $ | $ 5,176,802 |
Denominator | |
Weighted average shares outstanding, basic | shares | 7,459,967 |
Dilutive effect of contingently issued stock | shares | 159,722 |
Weighted average shares outstanding, diluted | shares | 7,619,690 |
Basic net income per share | $ / shares | $ 0.69 |
Diluted net income per share | $ / shares | $ 0.68 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 08, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Price per share | $ 10 | $ 10.20 |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 34,500,000 | |
Price per share | $ 0.20 | |
Underwriter cash discount | $ 6,900,000 | |
Public Warrants expiration term | 5 years | |
Initial Public Offering | Public Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 1 | |
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of units issued | 4,500,000 | |
Price per share | $ 10 | |
Gross proceeds | $ 345,000,000 | |
Percentage of deferred underwriting discount | 3.50% |
Private Placement (Details)
Private Placement (Details) - USD ($) | Nov. 08, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Gross proceeds | $ 9,400,000 | |
Private Placement | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 9,400,000 | |
Price of warrants | $ 1 | $ 1 |
Gross proceeds | $ 9,400,000 | $ 9,400,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Nov. 04, 2021shares | Mar. 01, 2021USD ($)D$ / sharesshares | Dec. 31, 2021USD ($)D$ / sharesshares |
Related Party Transaction [Line Items] | |||
Aggregate purchase price | $ | $ 25,000 | ||
Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Restrictions on transfer period of time after business combination completion | 1 year | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||
Common shares, shares outstanding | 8,625,000 | ||
Founder Shares | Sponsor | Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Number of shares issued | 7,187,500 | ||
Aggregate purchase price | $ | $ 25,000 | ||
Share dividend | 1,437,500 | ||
Aggregate number of shares owned | 28,750,000 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | ||
Restrictions on transfer period of time after business combination completion | 1 year | ||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||
Sale of Units, net of underwriting discounts (in shares) | 34,500,000 | ||
Common shares, shares outstanding | 8,625,000 | ||
outstanding shares | 20.00% | ||
Number of units sold | 34,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 10 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Related Party Transaction [Line Items] | |
Aggregate amount | $ 6,900,000 |
Conversion price | $ / shares | $ 1 |
Extension of sponsor loans | $ / shares | $ 10.20 |
Repayment of promissory note - related party | $ 175,000 |
Proceeds from issuance of promissory note to related party | $ 175,000 |
Related party transaction terms, description | Pursuant to the terms of the Company’s amended and restated certificate of incorporation, in order for the time available for the Company to consummate its initial business combination to be extended for any such three-month period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust account $3,450,000 (or $0.10 per unit sold in this offering in either case, up to an aggregate of $6,900,000), on or prior to the date of the applicable deadline, for each three month extension. Any such payment would be made in the form of a non-interest bearing loan in substantially the same form as the sponsor loan and would be repaid, if at all, from funds released to the Company upon completion of its initial business combination. |
Issued and outstanding public shares percentage | 100.00% |
Interest to pay dissolution expenses | $ 100,000 |
Working capital loans warrant | |
Related Party Transaction [Line Items] | |
Outstanding balance of related party note | 0 |
Promissory Note with Related Party | |
Related Party Transaction [Line Items] | |
Maximum borrowing capacity of related party promissory note | 200,000 |
Promissory notes with the Sponsors | 200,000 |
Proceeds from issuance of promissory note to related party | 175,000 |
Administrative Support Agreement | |
Related Party Transaction [Line Items] | |
Outstanding balance of related party note | 2,727 |
Expenses per month | 20,000 |
Administrative service fee | 38,000 |
Related Party Loans | |
Related Party Transaction [Line Items] | |
Loan conversion agreement warrant | $ 1,500,000 |
Related Party Loans | Working capital loans warrant | |
Related Party Transaction [Line Items] | |
Price of warrants | $ / shares | $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Nov. 08, 2021 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Cash underwriting discount | $ 6,900,000 | |
Deferred underwriting discount | $ 12,075,000 | |
Initial Public Offering | ||
Subsidiary, Sale of Stock [Line Items] | ||
Cash underwriting discount | $ 6,900,000 | |
Cash underwriting discount per unit | $ 0.20 | |
Deferred underwriting discount (in percentage) | 3.50% | |
Deferred underwriting discount | $ 12,075,000 |
Stockholders Equity - Preferred
Stockholders Equity - Preferred Stock Shares (Details) | Dec. 31, 2021$ / sharesshares |
Stockholders' Equity | |
Preferred shares, shares authorized | 1,000,000 |
Preferred stock, par value, (per share) | $ / shares | $ 0.0001 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Stockholders Equity - Common St
Stockholders Equity - Common Stock Shares (Details) | 10 Months Ended |
Dec. 31, 2021DVote$ / sharesshares | |
Class A Common Stock | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 200,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, shares issued (in shares) | 0 |
Common shares, shares outstanding (in shares) | 0 |
Common stock subject to possible redemption shares | 34,500,000 |
Class A Common Stock Subject to Redemption | |
Class of Stock [Line Items] | |
Common stock subject to possible redemption shares | 34,500,000 |
Class A Common Stock Not Subject to Redemption | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 200,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 0 |
Common shares, shares outstanding (in shares) | 0 |
Class B Common Stock | |
Class of Stock [Line Items] | |
Common shares, shares authorized (in shares) | 20,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common shares, votes per share | Vote | 1 |
Common shares, shares issued (in shares) | 8,625,000 |
Common shares, shares outstanding (in shares) | 8,625,000 |
Stock conversion ratio | 1 |
Ratio to be applied to the stock in the conversion | 20.00% |
Restrictions on transfer period of time after business combination completion | 1 year |
common stock equals or exceeds | $ / shares | $ 12 |
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 |
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 |
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Stockholders Equity - Warrants
Stockholders Equity - Warrants (Details) | 10 Months Ended | |
Dec. 31, 2021D$ / sharesshares | Nov. 08, 2021$ / shares | |
Class of Warrant or Right [Line Items] | ||
Purchase price, per unit | $ 10.20 | $ 10 |
Period of time within which registration statement is expected to become effective | 60 days | |
Threshold trading days for redemption of public warrants | 20 years | |
Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Number of shares issuable per warrant | shares | 1 | |
Warrants | Class A Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Purchase price, per unit | $ 11.50 | |
Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants | 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold number of business days before sending notice of redemption to warrant holders | D | 30 | |
Redemption period | 30 days | |
Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants | $ 10 | |
Number of trading days on which fair market value of shares is reported | D | 30 | |
Warrant redemption condition minimum share price | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Redemption period | 30 days | |
Warrant exercise price adjustment multiple | 0.361 |
Fair Value Measurement (Details
Fair Value Measurement (Details) | Dec. 31, 2021USD ($) |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrant Liability | $ 18,655,000 |
Level 3 | Recurring | Public Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrant Liability | 12,075,000 |
Level 3 | Recurring | Private Placement Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrant Liability | 6,580,000 |
Level 3 | Recurring | Sponsor Loan Warrants | |
Liabilities, Fair Value Disclosure [Abstract] | |
Warrant Liability | $ 5,490,000 |
Fair Value Measurement - Sponso
Fair Value Measurement - Sponsor Loan Measurement (Details) - USD ($) | 2 Months Ended | 10 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Nov. 08, 2021 | |
Warrants | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Fair Value | $ 18,655,000 | $ 18,655,000 | $ 28,676,645 |
Fair Value Adjustment | 10,021,645 | ||
Sponsor Loan Warrants | |||
Fair Value, Option, Quantitative Disclosures [Line Items] | |||
Fair Value | 5,490,000 | 5,490,000 | $ 6,900,000 |
Unpaid Principal Balance | 6,900,000 | 6,900,000 | |
Fair Value Adjustment | $ 1,410,000 | $ 1,410,000 |
Fair Value Measurement - Level
Fair Value Measurement - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Dec. 31, 2021 | Nov. 08, 2021 |
Common stock price | Sponsor Loan Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.90 | |
Common stock price | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.90 | 9.60 |
Common stock price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 9.90 | 9.60 |
Risk-free interest rate (Bond) | Sponsor Loan Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.33 | |
Risk-free interest rate (Bond) | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.34 | 1.27 |
Risk-free interest rate (Bond) | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.34 | 1.27 |
Risk-free forward interest rate (Conversion Option) | Sponsor Loan Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 1.50 | |
Expected term in years | Sponsor Loan Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 0.85 | |
Expected term in years | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5.85 | 6 |
Expected term in years | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 5.85 | 6 |
Expected volatility | Sponsor Loan Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10.40 | |
Expected volatility | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10.40 | 17.24 |
Expected volatility | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 10.40 | 17.24 |
Exercise price | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Exercise price | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 11.50 | 11.50 |
Credit spread | Sponsor Loan Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability, Measurement Input | 3.19 |
Fair Value Measurement - Change
Fair Value Measurement - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 2 Months Ended | 10 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement of fair value on November 8, 2021 | $ 28,676,645 | |
Change in fair value of warrant liabilities | 10,021,645 | |
Fair value as of December 31, 2021 | 18,655,000 | $ 18,655,000 |
Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement of fair value on November 8, 2021 | 18,390,225 | |
Change in fair value of warrant liabilities | 6,315,225 | |
Fair value as of December 31, 2021 | 12,075,000 | 12,075,000 |
Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement of fair value on November 8, 2021 | 10,286,420 | |
Change in fair value of warrant liabilities | 3,706,420 | |
Fair value as of December 31, 2021 | 6,580,000 | 6,580,000 |
Sponsor Loan Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Initial measurement of fair value on November 8, 2021 | 6,900,000 | |
Change in fair value of warrant liabilities | 1,410,000 | 1,410,000 |
Fair value as of December 31, 2021 | $ 5,490,000 | $ 5,490,000 |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) | Dec. 31, 2021USD ($) |
Deferred tax assets: | |
Organizational costs/Startup expenses | $ 39,442 |
Federal net operating loss | 31,932 |
Total deferred tax assets | 71,374 |
Valuation allowance | (71,374) |
Deferred tax assets, net of allowance | $ 0 |
Income Taxes - Income tax benef
Income Taxes - Income tax benefit (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Federal: | |
Current | $ 0 |
Deferred | 71,374 |
State: | |
Current | 0 |
Deferred | 0 |
Change in valuation allowance | (71,374) |
Income tax provision | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | 10 Months Ended |
Dec. 31, 2021USD ($) | |
Income Taxes | |
U.S. federal net operating loss carryovers | $ 152,055 |
Change in valuation allowance | $ 71,374 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the federal income tax rate (Details) | 10 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Statutory federal income tax rate (in percent) | 21.00% |
State taxes, net of federal tax benefit (in percent) | 0.00% |
Transaction costs (in percent) | 2.40% |
Change in fair value of the warrant liability and sponsor loans (in percent) | (26.20%) |
Fair value of Private Placement Warrants in excess of purchase price (in percent) | 2.00% |
Change in valuation allowance (in percent) | 0.80% |
Income tax provision (in Percent) | 0.00% |