Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 14, 2023 | Dec. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity File Number | 001-40784 | ||
Entity Registrant Name | Banner Acquisition Corp. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2670267 | ||
Entity Address, Address Line One | 300 S 1350 E, 2nd Floor | ||
Entity Address, City or Town | Lehi | ||
Entity Address State Or Province | UT | ||
Entity Address, Postal Zip Code | 84043 | ||
City Area Code | 801 | ||
Local Phone Number | 447-1534 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Public Float | $ 158,256,000 | ||
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 | 0001852332 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Transition Report | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Units, each consisting of one share of Class A 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 Class A Common Stock, $0.0001 par value, andone-half of one redeemable warrant | ||
Trading Symbol | BNNRU | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | BNNR | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 15,700,000 | ||
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | BNNRW | ||
Security Exchange Name | NASDAQ | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,925,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 248,035 | $ 1,384,587 |
Prepaid expenses | 429,737 | 615,693 |
Total current assets | 677,772 | 2,000,280 |
Marketable securities held in Trust Account | 160,566,223 | 158,573,777 |
Other assets | 414,859 | |
Total Assets | 161,243,995 | 160,988,916 |
Current liabilities: | ||
Accounts payable | 113,158 | 108,885 |
Income tax payable | 365,221 | |
Franchise tax payable | 70,735 | 161,644 |
Accrued expenses | 376,521 | 381,998 |
Total current liabilities | 925,635 | 652,527 |
Deferred underwriting fees payable | 5,495,000 | 5,495,000 |
Deferred tax liabilities | 127,247 | |
Total liabilities | 6,547,882 | 6,147,527 |
Commitments and Contingencies | ||
Stockholders' deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | 300 | |
Accumulated deficit | (5,405,322) | (3,729,004) |
Total stockholders' deficit | (5,404,629) | (3,728,611) |
Total Liabilities, Common Stock Subject to Possible Redemption, and Stockholders' Deficit | 161,243,995 | 160,988,916 |
Class A subject to possible redemption | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, $0.0001 par value; 15,700,000 shares at $10.20 and 10.10 per share at December 31, 2022 and 2021, respectively | 160,100,742 | 158,570,000 |
Class B Common Stock | ||
Stockholders' deficit | ||
Common stock | $ 393 | $ 393 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Class A subject to possible redemption | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 15,700,000 | 15,700,000 |
Purchase price, per unit | $ 10.20 | $ 10.10 |
Class A not subject to possible redemption | ||
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 3,925,000 | 3,925,000 |
Common shares, shares outstanding | 3,925,000 | 3,925,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation costs | $ 86,290 | |
General and administrative expenses | 1,232,075 | $ 1,738,986 |
Franchise tax expenses | 161,644 | 200,051 |
Loss from operations | (1,480,009) | (1,939,037) |
Gain on marketable securities (net), dividends and interest, held in Trust Account | 3,777 | 2,285,929 |
Income (loss) before income tax expense | (1,476,232) | 346,892 |
Income tax expense | (492,468) | |
Net loss | $ (1,476,232) | $ (145,576) |
Class A subject to possible redemption | ||
Weighted average shares outstanding, basic | 6,011,525 | 15,700,000 |
Weighted average shares outstanding, diluted | 6,011,525 | 15,700,000 |
Basic earnings per share | $ (0.15) | $ (0.01) |
Diluted net loss per share | $ (0.15) | $ (0.01) |
Class B Common Stock Not Subject to Redemption | ||
Weighted average shares outstanding, basic | 3,643,517 | 3,925,000 |
Weighted average shares outstanding, diluted | 3,643,517 | 3,925,000 |
Basic earnings per share | $ (0.15) | $ (0.01) |
Diluted net loss per share | $ (0.15) | $ (0.01) |
STATEMENTS OF CHANGES IN COMMON
STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($) | Class A subject to possible redemption Common Stock | Class B Common Stock Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Increase (Decrease) in Class A Common Stock Subject to Possible Redemption | |||||
Sale of Class A shares, net of $9,104,493 issuance costs | $ 143,935,629 | $ 0 | |||
Sale of Class A shares, net of $9,104,493 issuance costs (in shares) | 15,700,000 | ||||
Balance at the end at Dec. 31, 2021 | $ 158,570,000 | ||||
Balance at the end (in shares) at Dec. 31, 2021 | 15,700,000 | ||||
Balance at the beginning at Mar. 11, 2021 | 0 | ||||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||
Issuance of common stock to Sponsor | $ 431 | $ 24,569 | 0 | $ 25,000 | |
Issuance of common stock to Sponsor (in shares) | 4,312,500 | ||||
Forfeiture of Founder Shares | $ (38) | 38 | 0 | ||
Forfeiture of Founder Shares (in shares) | 387,500 | ||||
Fair value of Public Warrants | 4,227,750 | 0 | 4,227,750 | ||
Other offering costs | (267,873) | 0 | (267,873) | ||
Share-based compensation and offering costs on Founder Shares issued to related party and directors | 187,115 | 0 | 187,115 | ||
Sale of Private Placement Warrants | 8,210,000 | 0 | 8,210,000 | ||
Remeasurement of Class A common stock to redemption value | $ 14,634,371 | (12,381,599) | (2,252,772) | (14,634,371) | |
Net loss | (1,476,232) | (1,476,232) | |||
Balance at the end at Dec. 31, 2021 | $ 158,570,000 | $ 393 | (3,729,004) | (3,728,611) | |
Balance at the end (in shares) at Dec. 31, 2021 | 15,700,000 | 3,925,000 | |||
Increase (Decrease) in Stockholders' Equity (Deficit) | |||||
Issuance of common stock to Sponsor | $ 5 | 295 | 300 | ||
Issuance of common stock to Sponsor (in shares) | 45,000 | ||||
Forfeiture of Founder Shares | $ (5) | 5 | |||
Forfeiture of Founder Shares (in shares) | (45,000) | ||||
Remeasurement of Class A common stock to redemption value | $ 1,530,742 | (1,530,742) | (1,530,742) | ||
Net loss | (145,576) | (145,576) | |||
Balance at the end at Dec. 31, 2022 | $ 160,100,742 | $ 393 | $ 300 | $ (5,405,322) | $ (5,404,629) |
Balance at the end (in shares) at Dec. 31, 2022 | 15,700,000 | 3,925,000 |
STATEMENTS OF CHANGES IN COMM_2
STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT (Parenthetical) | 10 Months Ended |
Dec. 31, 2021 USD ($) | |
Class A Common Stock | |
Sale Of Issuance Costs | $ 9,104,493 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (1,476,232) | $ (145,576) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation expense | 187,115 | |
Gain on marketable securities (net), dividends and interest, held in Trust Account | (3,777) | (2,285,929) |
Formation and operating expenses paid in exchange for Founder Shares | 20,000 | |
Changes in operating assets and liabilities: | ||
Prepaid and other assets | (1,015,553) | 600,815 |
Accounts payable | 67,194 | 4,273 |
Accrued expenses | 381,998 | (5,477) |
Franchise tax payable | 161,644 | (90,909) |
Income tax payable | 365,221 | |
Deferred tax liabilities | 127,247 | |
Net cash used in operating activities | (1,677,611) | (1,430,335) |
Cash Flows from Investing Activities | ||
Investment of cash into Trust Account | (158,570,000) | |
Withdrawal from Trust Account for tax payment | 293,483 | |
Net cash provided by / (used in) investing activities | (158,570,000) | 293,483 |
Cash Flows from Financing Activities | ||
Proceeds from the issuance of common stock to directors | 300 | |
Repayment of note payable and advances from related party | (83,133) | |
Proceeds from sale of Class A units, gross | 157,000,000 | |
Proceeds from sale of Private Placement Warrants | 8,210,000 | |
Offering costs paid | (3,494,669) | |
Net cash provided by financing activities | 161,632,198 | 300 |
Net change in cash | 1,384,587 | (1,136,552) |
Cash - beginning of period | 0 | 1,384,587 |
Cash - end of period | 1,384,587 | 248,035 |
Supplemental disclosure of noncash investing and financing activities: | ||
Initial Class A shares subject to possible redemption | 143,935,629 | |
Remeasurement of Class A Common Stock to redemption Value | 14,634,371 | $ 1,530,742 |
Offering costs included in accounts payable | 41,691 | |
Offering costs paid through promissory note - related party | 83,133 | |
Deferred underwriting fees payable | $ 5,495,000 |
Description of Organization, Bu
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | |
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | Notes to Financial Statements 1. Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation Organization and General Banner Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on March 12, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (the “Business Combination”). As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from March 12, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), described below, and since the closing of the Initial Public Offering, the search for a prospective acquisition target for a Business Combination. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Banner SPAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The Registration Statement for the Initial Public Offering was declared effective on September 7, 2021. In September 2021, the Company consummated its Initial Public Offering of 15,700,000 units (the “Units”), including 700,000 Units that were issued pursuant to the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one On September 10, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, dated September 7, 2021, between the Company and the Sponsor (the “Private Warrant Purchase Agreement”), the Company completed the private sale (the “Private Placement”) of 8,000,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $8,000,000. On September 27, 2021, simultaneously with the sale of the Over-allotment Units, the Company completed a private placement with the Sponsor for an additional 210,000 warrants at a price of $1.00 per warrant (the “Additional Private Placement Warrants”), generating gross proceeds to the Company of $210,000. The total Private Placement Warrants after the “Additional Private Placement Warrants” is $8,210,000. A total of $158,570,000, comprised of $153,860,000 of the net proceeds from the Initial Public Offering (including the Over-allotment Units) and $4,710,000 of the proceeds of the sale of the Private Placement Warrants (including the Additional Private Placement Warrants) has been deposited in a U.S.-based trust account (“Trust Account”) maintained by American Stock Transfer & Trust Company, LLC, acting as trustee. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes, if permitted, and excluding any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Warrants and the sale of forward purchase Units, will be held in a trust account located in the United States with American Stock Transfer & Trust Company, LLC acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide the holders (the “Public Stockholders”) of the Company’s issued and outstanding Class A Common Stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Shares”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) or without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.10 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law or applicable stock exchange rule and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law or applicable stock exchange rule, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased by them during or after the Initial Public Offering, and the Anchor Investors (as defined below in Note 5) will agree to vote any Founder Shares held by them in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may own in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares and the Company’s officers and directors (collectively, the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; and the Anchor Investors will not be entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of our initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to (A) modify the substance or timing of our obligation to provide for the redemption of our Public Shares in connection with an initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period, or (B) with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, and (iii) rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial Business Combination within the prescribed time frame. On or about March 7, 2023, the Company entered into multiple letters of intent with target companies in the property services sector and intends to continue seeking additional acquisition targets, as a result of which the date by which the Company must complete a Business Combination was automatically extended to June 10, 2023. If the Company is unable to complete a Business Combination by June 10, 2023 (21 months from the closing of the Initial Public Offering) (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to further extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) the 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 interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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. 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 unaudited 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. Liquidity and Capital Resources As of December 31, 2022, the Company had $248,035 in its operating bank account and working capital deficit of $247,863. The Company’s liquidity needs through December 31, 2022 were satisfied through loans from the Sponsor and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (defined below, see Note 5). As of December 31, 2022, there were no amounts outstanding under the Working Capital Loans. The Company has access to funds from the Sponsors, and the Sponsors have the financial wherewithal to fund the Company. Management will use these funds for paying existing accounts payable, 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 a Business Combination (including the Pending Business Combination). However, management expects the Company to continue to incur significant costs in pursuit of the consummation of a Business Combination and current funds may not be sufficient to operate the Company for at least the 12 months following the issuance of the financial statements contained herein. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. Going Concern On a routine basis, going concern considerations are assessed in accordance with ASC Topic 205-40 “Presentation of Financial Statements - Going Concern”. As of December 31, 2022, the Company had $248,035 in its operating bank account, $247,863 of working capital deficit, and $160,566,223 of Marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith. The Company believes that it will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or the date the Company is required to liquidate, however, there is a risk that the Company’s liquidity may not be sufficient, and the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. The Sponsor intends, but is not obligated to, provide the Company with Working Capital Loans to sustain operations in the event of a liquidity deficiency. The Company has until June 10, 2023 to consummate a Business Combination. If a Business Combination is not consummated by this date and the Company’s shareholders have not amended the Certificate of Incorporation to extend such Combination Period, there will be a mandatory liquidation and subsequent dissolution of the Company. While management expects to complete a Business Combination prior to the date the Company is required to liquidate, this date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is generally 1% of any positive difference between the fair market value of any shares repurchased by the repurchasing corporation during a taxable year and the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In addition, a number of exceptions apply to this excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, this excise tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax, including with respect to some transactions in which special purpose acquisition companies like the Company typically engage. The notice appears to exempt from the excise tax any distributions, including those that occur in connection with redemptions, by a corporation in the same year it completely liquidates; however, this interpretation is not free from doubt and the notice could be interpreted to have a narrower application. Consequently, a risk remains that any redemptions undertaken by the Company would be subject to the excise tax, including in circumstances where the Company either engages in a business combination in 2023 in which it does not issue shares sufficient to offset the earlier redemptions or liquidates later in 2023. Because the application of this excise tax is not free from doubt, any redemption or other repurchase effected by the Company that occurs in connection with a business combination, extension vote or otherwise may be subject to this excise tax. Because any such excise tax would be payable by the Company and not by the redeeming stockholder, it could cause a reduction in the value of the Class A Common Stock or cash available for distribution in a subsequent liquidation. Whether and to what extent the Company would be subject to the excise tax in connection with a business combination, extension vote or otherwise will depend on a number of factors, including (i) whether a business combination is consummated, (ii) the structure of any business combination, (iii) the fair market value of the redemptions and repurchases in connection with a business combination, (iv) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or any other equity issuances within the same taxable year of a business combination) and (v) the content of any subsequent regulations, clarifications and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is not free from doubt, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by the Company in the event the Company is unable to complete a business combination in the required time and redeem 100% of its remaining Class A Common Stock in accordance with its Certificate of Incorporation, in which case the amount that would otherwise be received by the Public Stockholders in connection with our liquidation would be reduced. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $248,035 and $1,384,587 in cash and cash equivalents, outside of the funds held in the Trust Account, as of December 31, 2022 and 2021, respectively. Marketable Securities Held in Trust Account As of December 31, 2022 and 2021, the assets held in the Trust Account were invested in money market funds. Money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for money market funds is determined using quoted market prices in active markets. As a result, the assets held in the Trust Account as of December 31, 2022 and 2021 were assessed as a Level 1 asset. For the year ended December 31, 2022, and for the period from March 12, 2021 (inception) through December 31, 2021, there were $293,483 and $3,140,000 withdrawals from the trust account respectively. For the year ended December 2022, the withdrawal was used in paying taxes that is an allowable expense under the Trust Account. For the period from March 12, 2021 (inception) through December 31, 2021, the withdrawal was used in paying upfront underwriting commission. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Gross proceeds $ 157,000,000 Less: Class A common stock issuance costs (8,836,621) Fair value of Public Warrants at issuance (4,227,750) Plus: Remeasurement of Class A common stock to redemption value 14,634,371 Class A common stock subject to possible redemption at December 31, 2021 $ 158,570,000 Remeasurement of Class A common stock to redemption value 1,530,742 Class A common stock subject to possible redemption at December 31, 2022 $ 160,100,742 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2022 and 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. 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 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. As of December 31, 2022 and 2021, the carrying values of cash, prepaid expenses, other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of money market funds. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A Common Stock and its Public Warrants and Private Placement Warrants. The costs allocated to Public and Private Placement warrants were recognized as a charge against additional paid-in capital, and those related to the Company’s Class A Common Stock were recognized as a charge against the carrying value of Class A common stock. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net earnings or loss per share is computed by dividing net income or net loss by the weighted-average number of shares of common stock outstanding during the periods. A reconciliation of the net loss per share is below: For The Period From March For The 12, 2021 Year (Inception) Ended Through December 31, 2022 December 31, 2021 Redeemable Class A Common Stock Numerator: Net loss allocable to Redeemable Class A Common Stock $ (116,461) $ (919,147) Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A 15,700,000 6,011,525 Basic and diluted net loss per share, Class A subject to possible redemption $ (0.01) $ (0.15) Non-Redeemable Class B Common Stock Numerator: Net loss allocable to non-redeemable Class B Common Stock Net loss allocable to non-redeemable Class B Common Stock $ (29,115) $ (557,085) Denominator: Weighted Average Non-Redeemable Class B Common Stock 3,925,000 3,643,517 Basic and diluted net loss per share, non-redeemable common stock $ (0.01) $ (0.15) The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the Company’s initial Business Combination on a one-for-one basis, subject to adjustment. For the year ended December 31, 2022 and 2021, the impact of the securities and other contracts that could potentially be exercised or converted into ordinary shares and then share in the earnings of the Company, is anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss share for the period presented. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings are shared pro rata between the two classes of shares on the assumption that the consummation of the Initial Business Combination is the most likely outcome. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from net loss per share as the redemption value approximates fair value. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020 the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for smaller reporting companies) for fiscal years beginning after December 15, 2023 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the newly issued standard and does not believe it will materially impact the Company. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering. | |
Initial Public Offering | 3. Initial Public Offering In September 2021, the Company consummated its Initial Public Offering of 15,700,000 Units, including 700,000 Units that were issued pursuant to the underwriter’s partial exercise of its over-allotment option. Each Unit consists of one share of Class A Common Stock, and one |
Private Placement Warrants
Private Placement Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement Warrants. | |
Private Placement Warrants | 4. Private Placement Warrants On September 10, 2021, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Warrant Purchase Agreement, the Company completed the private sale of 8,000,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $8,000,000. On September 27, 2021, simultaneously with the sale of the Over-allotment Units, the Company completed a private placement with the Sponsor for 210,000 Additional Private Placement Warrants at a price of $1.00 per warrant, generating gross proceeds to the Company of $210,000. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 5. Related Party Transactions Founder Shares In March 2021, the Sponsor acquired 6,468,750 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000 , consisting of 6,468,750 shares of Class B Common Stock. Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. The per share purchase price of the Founder Shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of Founder Shares issued. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares upon completion of the Initial Public Offering. The Sponsor forfeited 2,156,250 Founder Shares prior to the consummation of the Initial Public Offering, reducing the aggregate number of Founder Shares held by the Sponsor to 4,312,500 . In addition, prior to the consummation of the Initial Public Offering, the Sponsor returned to the Company an aggregate of 190,000 Founder Shares, which the Company canceled, and the Company issued an aggregate of 190,000 Founder Shares (including 45,000 Founder Shares that were paid for in February 2022) to its director nominees and certain of its directors at Sponsor’s effective purchase price. In addition, as a result of the underwriter’s partial exercise of the over-allotment option, our Sponsor forfeited an additional 387,500 founder shares, reducing the aggregate number of Founder Shares held by Sponsor, Directors and Anchor Investors to 3,925,000 . These transactions have no impact on the number of Class B founder shares outstanding. Of the total 3,925,000 Founder Shares, 190,000 shares are held by Directors, 890,625 shares are held by Anchor Investors and 2,844,375 shares are held by Sponsor. Class B Founder Shares The Class B Common Stock is convertible into shares of our Class A Common Stock on a one-for-one basis, subject to adjustment as described herein. Prior to the Business Combination, only holders of the Class B Common Stock will be entitled to vote on the appointment of directors. Certain qualified institutional buyers or institutional accredited investors not affiliated with the Company, the Sponsor or any member of the Company’s management expressed to the Company an interest in purchasing up to 1,485,000 Units (the “9.9% Anchor Investors”) and 742,500 Units (the “4.95% Anchor Investors” and together with the 9.9% Anchor Investors, the “Anchor Investors”). In connection with the closing of the Initial Public Offering, Sponsor sold 93,750 Founder Shares to each 9.9% Anchor Investor and 46,875 Founder Shares to each 4.95% Anchor Investor, or an aggregate of 890,625 Founder Shares, in each case at Sponsor’s purchase price. The Company estimated the fair value of the Founder Shares sold to Anchor Investors to be $6.65 per share. The estimated fair value of the Founder Shares are deemed as offering costs based on the company’s assessment of SAB Topic 5A, and as a result, were recorded as offering expense upon the consummation of the Initial Public Offering. Related Party Working Capital Loan In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans. Related Party Promissory Note On March 12, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note. These loans are non-interest bearing, unsecured and are due at the earlier of September 8, 2021 or the completion of the Initial Public Offering. As of December 31, 2022 and 2021, there was $0 and $0, respectively, outstanding under the promissory note. Administrative Support Agreement Commencing on the date the Units are first listed on NASDAQ, the Company has agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $15,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022 and period from March 12, 2021 (Inception) through December 31, 2021, $180,000 and $60,000, respectively, were expensed as under the arrangement. As of December 31, 2022, all administrative support fees were paid, and no additional amount was included in accrued expenses. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments & Contingencies | |
Commitments & Contingencies | 6. Commitments & Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A Common Stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement signed on the date of the prospectus for the Initial Public Offering, and the Anchor Investors will be entitled to certain registration rights pursuant to their investment agreements. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company paid an underwriting discount of 2.0% (or $3,140,000) of the per Unit offering price to the underwriter at the closing of the Initial Public Offering and exercise of the underwriter’s overallotment option, with an additional fee of 3.5% of the gross offering proceeds payable only upon the Company’s completion of its initial Business Combination (the “Deferred Discount”). The Deferred Discount of $5,495,000 will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. The Company granted the underwriter a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The overallotment option was partially exercised on September 27, 2021. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Deficit | |
Stockholders' Deficit | 7. Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock - Holders of the Class A Common Stock and holders of the Class B Common Stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law or applicable stock exchange rule; provided that only holders of the Class B Common Stock shall have the right to vote on the election of the Company’s directors prior to the Business Combination. The shares of Class B Common Stock outstanding upon the completion of the Initial Public Offering, will automatically convert into Class A Common Stock at the time of the Business Combination on a one-for-one basis (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) as described herein. Warrants The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Board of Directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that (i) they will not be redeemable by the Company, (ii) they (including the Class A Common Stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights. Redemption of 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, which we refer to as the 30 -day redemption period; and ● if, and only if, the reported closing price of Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant-holders. The Company will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the sale of the shares of Class A Common Stock issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares of Class A Common Stock is available throughout the 30-day redemption period or the Company requires the Public Warrants to be exercised on a cashless basis as described below. If the Company calls the Public Warrants for redemption as described above, its management will have the option to require any holders that wishes to exercise its Public Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of Public Warrants that are outstanding and the dilutive effect on its stockholders of issuing the maximum number of shares of Class A Common Stock issuable upon the exercise of the Company’s Public Warrants. If the Company takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering their Public Warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A Common Stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” means the 10-day average closing price (defined below) as of the date on which the notice of redemption is sent to the holders of the warrants. The “10-day average closing price” means, as of any date, the average last reported sale price of the Class A Common Stock as reported during the 10-trading day period ending on the trading day prior to such date. If the Company takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A Common Stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. The Company believes this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after the Company’s initial Business Combination. If the Company calls warrants for redemption and the Company does not take advantage of this option, the Company’s Sponsor and its permitted transferees would still be entitled to exercise their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other warrant-holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 8. Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account, less any franchise taxes. The Company’s formation costs are generally considered start-up costs and are not currently deductible. The income tax provision (benefit) for the year ended December 31, 2022 consists of the following: Current Federal $ 279,206 State 86,015 Deferred Federal (266,225) State (48,573) Valuation allowance 442,045 Total Income tax provision $ 492,468 The income tax provision (benefit) for the year ended December 31, 2021 consists of the following Current Federal $ — State — Deferred Federal (270,918) State — Valuation allowance 270,918 Total Income tax provision $ — The Company’s net deferred tax assets for the year ended December 31, 2022 are as follows: Deferred tax assets Organization Costs $ 712,963 Net operating loss carryforward — Total deferred tax assets 712,963 Valuation allowance (712,963) Deferred tax assets, net of allowance $ — Deferred tax liabilities Accrued income $ (127,247) Total deferred tax liabilities (127,247) Deferred tax assets (liabilities), Net $ (127,247) The Company’s net deferred tax assets for the year ended December 31, 2021 are as follows: Deferred tax assets Organization Costs $ 237,766 Net operating loss carryforward 33,152 Total deferred tax assets 270,918 Valuation allowance (270,918) Deferred tax assets, net of allowance $ — As of December 31, 2022, the Company had no U.S. federal and state net operating loss carryforwards available to offset future taxable income. As of December 31, 2021, the Company had $157,867 of U.S. federal tax net operating loss carryforwards and no state net operating loss carryforwards. The federal net operating losses can be carried forward indefinitely. 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 deferred tax assets and therefore established a full valuation allowance of $712,963 as of December 31, 2022. and $270,918 as of December 31,2021. The Company is subject to U.S. federal income tax as well as Utah state income tax. All tax years since inception remain open to examination by the major taxing jurisdictions to which the Company is subject. The Company is not currently under examination by the IRS or any other taxing jurisdictions for any tax years. A reconciliation of the statutory income tax rate (benefit) to the Company's effective tax rate for the year ended at December 31, 2022 is as follows: Statutory federal income tax rate 21.0 % State tax expense 6.04 % Share Based Compensation 0.0 % Change in Valuation Allowance 127.43 % State rate change (12.51) % Effective Tax Rate 141.96 % A reconciliation of the statutory income tax rate (benefit) to the Company’s effective tax rate for the year ended at December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % State tax expense 0.0 % Share Based Compensation (2.65) % Change in Valuation Allowance (18.35) % State rate change 0.0 % Effective Tax Rate 0.0 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to recording of full valuation allowances on deferred tax assets, state tax expenses, and change in state rate. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 9. Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022 including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 160,566,223 $ — $ — $ 160,566,223 Total assets $ 160,566,223 $ — $ — $ 160,566,223 The following table presents information about the Company's assets that are measured at fair value on a recurring basis as of December 31, 2021 including the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value. Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 158,573,777 $ — $ — $ 158,573,777 Total assets $ 158,573,777 $ — $ — $ 158,573,777 There were no transfers to and from Levels 1, 2, and 3 for the year ended December 31, 2022 and for the period from March 12, 2021 (inception) through December 31, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 10. Subsequent Events Management has evaluated the impact of subsequent events through April 14, 2023, the date the financial statements are available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than as disclosed below. On or about March 7, 2023, the Company entered into multiple letters of intent with target companies in the property services sector and intends to continue seeking additional acquisition targets, as a result of which the date by which the Company must complete a Business Combination was automatically extended to June 10, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $248,035 and $1,384,587 in cash and cash equivalents, outside of the funds held in the Trust Account, as of December 31, 2022 and 2021, respectively. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account As of December 31, 2022 and 2021, the assets held in the Trust Account were invested in money market funds. Money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on marketable securities, dividends and interest held in the Trust Account in the accompanying statement of operations. The fair value for money market funds is determined using quoted market prices in active markets. As a result, the assets held in the Trust Account as of December 31, 2022 and 2021 were assessed as a Level 1 asset. For the year ended December 31, 2022, and for the period from March 12, 2021 (inception) through December 31, 2021, there were $293,483 and $3,140,000 withdrawals from the trust account respectively. For the year ended December 2022, the withdrawal was used in paying taxes that is an allowable expense under the Trust Account. For the period from March 12, 2021 (inception) through December 31, 2021, the withdrawal was used in paying upfront underwriting commission. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. Gross proceeds $ 157,000,000 Less: Class A common stock issuance costs (8,836,621) Fair value of Public Warrants at issuance (4,227,750) Plus: Remeasurement of Class A common stock to redemption value 14,634,371 Class A common stock subject to possible redemption at December 31, 2021 $ 158,570,000 Remeasurement of Class A common stock to redemption value 1,530,742 Class A common stock subject to possible redemption at December 31, 2022 $ 160,100,742 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2022 and 2021, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 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. As of December 31, 2022 and 2021, the carrying values of cash, prepaid expenses, other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s portfolio of marketable securities held in the Trust Account is comprised of money market funds. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A Common Stock and its Public Warrants and Private Placement Warrants. The costs allocated to Public and Private Placement warrants were recognized as a charge against additional paid-in capital, and those related to the Company’s Class A Common Stock were recognized as a charge against the carrying value of Class A common stock. |
Earnings Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net earnings or loss per share is computed by dividing net income or net loss by the weighted-average number of shares of common stock outstanding during the periods. A reconciliation of the net loss per share is below: For The Period From March For The 12, 2021 Year (Inception) Ended Through December 31, 2022 December 31, 2021 Redeemable Class A Common Stock Numerator: Net loss allocable to Redeemable Class A Common Stock $ (116,461) $ (919,147) Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A 15,700,000 6,011,525 Basic and diluted net loss per share, Class A subject to possible redemption $ (0.01) $ (0.15) Non-Redeemable Class B Common Stock Numerator: Net loss allocable to non-redeemable Class B Common Stock Net loss allocable to non-redeemable Class B Common Stock $ (29,115) $ (557,085) Denominator: Weighted Average Non-Redeemable Class B Common Stock 3,925,000 3,643,517 Basic and diluted net loss per share, non-redeemable common stock $ (0.01) $ (0.15) The shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of the Company’s initial Business Combination on a one-for-one basis, subject to adjustment. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. There were no unrecognized tax benefits as of December 31, 2022 and 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020 the FASB issued a new standard (ASU 2020-06) to reduce the complexity of accounting for convertible debt and other equity-linked instruments. For certain convertible debt instruments with a cash conversion feature, the changes are a trade-off between simplifications in the accounting model (no separation of an “equity” component to impute a market interest rate, and simpler analysis of embedded equity features) and a potentially adverse impact to diluted EPS by requiring the use of the if-converted method. The new standard will also impact other financial instruments commonly issued by both public and private companies. For example, the separation model for beneficial conversion features is eliminated simplifying the analysis for issuers of convertible debt and convertible preferred stock. Also, certain specific requirements to achieve equity classification and/ or qualify for the derivative scope exception for contracts indexed to an entity’s own equity are removed, enabling more freestanding instruments and embedded features to avoid mark-to-market accounting. The new standard is effective for companies that are SEC filers (except for smaller reporting companies) for fiscal years beginning after December 15, 2023 and interim periods within that year, and two years later for other companies. Companies can early adopt the standard at the start of a fiscal year beginning after December 15, 2020. The standard can either be adopted on a modified retrospective or a full retrospective basis. The Company is currently reviewing the newly issued standard and does not believe it will materially impact the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of reconciliation of Class A common stock reflected on the balance sheet | Gross proceeds $ 157,000,000 Less: Class A common stock issuance costs (8,836,621) Fair value of Public Warrants at issuance (4,227,750) Plus: Remeasurement of Class A common stock to redemption value 14,634,371 Class A common stock subject to possible redemption at December 31, 2021 $ 158,570,000 Remeasurement of Class A common stock to redemption value 1,530,742 Class A common stock subject to possible redemption at December 31, 2022 $ 160,100,742 |
Schedule of reconciliation of the earnings per share | For The Period From March For The 12, 2021 Year (Inception) Ended Through December 31, 2022 December 31, 2021 Redeemable Class A Common Stock Numerator: Net loss allocable to Redeemable Class A Common Stock $ (116,461) $ (919,147) Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A 15,700,000 6,011,525 Basic and diluted net loss per share, Class A subject to possible redemption $ (0.01) $ (0.15) Non-Redeemable Class B Common Stock Numerator: Net loss allocable to non-redeemable Class B Common Stock Net loss allocable to non-redeemable Class B Common Stock $ (29,115) $ (557,085) Denominator: Weighted Average Non-Redeemable Class B Common Stock 3,925,000 3,643,517 Basic and diluted net loss per share, non-redeemable common stock $ (0.01) $ (0.15) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income tax provision | The income tax provision (benefit) for the year ended December 31, 2022 consists of the following: Current Federal $ 279,206 State 86,015 Deferred Federal (266,225) State (48,573) Valuation allowance 442,045 Total Income tax provision $ 492,468 The income tax provision (benefit) for the year ended December 31, 2021 consists of the following Current Federal $ — State — Deferred Federal (270,918) State — Valuation allowance 270,918 Total Income tax provision $ — |
Schedule of reconciliation of the total income tax provision tax rate to the statutory federal income tax rate | A reconciliation of the statutory income tax rate (benefit) to the Company's effective tax rate for the year ended at December 31, 2022 is as follows: Statutory federal income tax rate 21.0 % State tax expense 6.04 % Share Based Compensation 0.0 % Change in Valuation Allowance 127.43 % State rate change (12.51) % Effective Tax Rate 141.96 % A reconciliation of the statutory income tax rate (benefit) to the Company’s effective tax rate for the year ended at December 31, 2021 is as follows: Statutory federal income tax rate 21.0 % State tax expense 0.0 % Share Based Compensation (2.65) % Change in Valuation Allowance (18.35) % State rate change 0.0 % Effective Tax Rate 0.0 % |
Summary of significant components of the Company's deferred tax assets | The Company’s net deferred tax assets for the year ended December 31, 2022 are as follows: Deferred tax assets Organization Costs $ 712,963 Net operating loss carryforward — Total deferred tax assets 712,963 Valuation allowance (712,963) Deferred tax assets, net of allowance $ — Deferred tax liabilities Accrued income $ (127,247) Total deferred tax liabilities (127,247) Deferred tax assets (liabilities), Net $ (127,247) The Company’s net deferred tax assets for the year ended December 31, 2021 are as follows: Deferred tax assets Organization Costs $ 237,766 Net operating loss carryforward 33,152 Total deferred tax assets 270,918 Valuation allowance (270,918) Deferred tax assets, net of allowance $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 160,566,223 $ — $ — $ 160,566,223 Total assets $ 160,566,223 $ — $ — $ 160,566,223 Level 1 Level 2 Level 3 Total Assets Marketable securities held in Trust Account $ 158,573,777 $ — $ — $ 158,573,777 Total assets $ 158,573,777 $ — $ — $ 158,573,777 |
Description of Organization, _2
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation (Details) | 1 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 27, 2021 USD ($) $ / shares shares | Sep. 10, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) item $ / shares shares | |
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | |||||
Condition for future business combination number of businesses minimum | item | 1 | ||||
Sale of units, net of underwriting discounts (in shares) | shares | 2,250,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | ||||
Proceeds from sale of Private Placement Warrants | $ 8,210,000 | ||||
Investment of cash into trust account | 158,570,000 | ||||
Condition for future business combination use of proceeds percentage | 80 | ||||
Condition for future business combination threshold percentage ownership | 50 | ||||
Condition for future business combination threshold net tangible assets | $ 5,000,001 | ||||
Threshold percentage of public shares subject to redemption without company's prior written consent | 15% | ||||
Redemption limit percentage without prior consent | 100 | ||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | ||||
Redemption period upon closure | 10 days | ||||
Maximum allowed dissolution expenses | $ 100,000 | ||||
Operating bank accounts | 1,384,587 | 248,035 | |||
Working capital | 247,863 | ||||
Marketable securities held in Trust Account | $ 158,573,777 | $ 160,566,223 | |||
Class A Common Stock | |||||
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | |||||
Common shares, par value (in dollars per share) | $ / shares | 0.0001 | $ 0.0001 | $ 0.0001 | ||
Purchase price, per unit | $ / shares | $ 11.50 | ||||
Private Placement Warrants | |||||
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | |||||
Number of warrants to purchase shares issued | shares | 8,000,000 | ||||
Price of warrant | $ / shares | $ 1 | ||||
Proceeds from sale of Private Placement Warrants | $ 8,000,000 | ||||
Proceeds of the sale of the private placement warrants deposited in trust account | 4,710,000 | ||||
Initial Public Offering | |||||
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | |||||
Sale of units, net of underwriting discounts (in shares) | shares | 15,700,000 | ||||
Purchase price, per unit | $ / shares | $ 10 | $ 10.10 | |||
Proceed from issuance initial public offering | $ 157,000,000 | ||||
Investment of cash into trust account | 158,570,000 | ||||
Proceeds from the initial public offering deposited in trust account | $ 153,860,000 | ||||
Threshold period for completion of business combination from the closing of initial public offering | 21 months | ||||
Initial Public Offering | Class A Common Stock | |||||
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | |||||
Number of shares in a unit | shares | 1 | ||||
Redemption limit percentage without prior consent | 100 | ||||
Initial Public Offering | Public Warrants | |||||
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | |||||
Number of warrants in a unit | shares | 0.5 | ||||
Number of shares issuable per warrant | shares | 1 | ||||
Private Placement | Private Placement Warrants | |||||
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | |||||
Number of warrants to purchase shares issued | shares | 8,210,000 | 8,000,000 | |||
Proceeds from sale of Private Placement Warrants | $ 8,000,000 | ||||
Over-allotment option | |||||
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | |||||
Sale of units, net of underwriting discounts (in shares) | shares | 700,000 | ||||
Over-allotment option | Private Placement Warrants | |||||
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | |||||
Price of warrant | $ / shares | $ 1 | ||||
Proceeds from sale of Private Placement Warrants | $ 210,000 | ||||
Sponsor | Private Placement | Private Placement Warrants | |||||
Description of Organization, Business Operations, Liquidity and Capital Resources, and Basis of Presentation | |||||
Number of warrants to purchase shares issued | shares | 210,000 | ||||
Price of warrant | $ / shares | $ 1 | ||||
Proceeds from sale of Private Placement Warrants | $ 210,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | |
Significant Accounting Policies | ||
Cash and cash equivalents | $ 1,384,587 | $ 248,035 |
Withdrawals from the trust account | 3,140,000 | 293,483 |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 |
Class B Common Stock | ||
Significant Accounting Policies | ||
Ratio to be applied to the stock in the conversion | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Class A Common Stock Reflected on the Balance Sheet (Details) - Class A subject to possible redemption - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock subject to possible redemption reflected on the condensed balance sheet | ||
Gross proceeds | $ 157,000,000 | |
Less: | ||
Fair value of Public Warrants at issuance | (8,836,621) | |
Class A common stock issuance costs | (4,227,750) | |
Plus: | ||
Re-measurement of carrying value to redemption value | $ 1,530,742 | 14,634,371 |
Class A common stock subject to possible redemption | $ 160,100,742 | $ 158,570,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Reconciliation of Earnings Per Share (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Class A subject to possible redemption | ||
Significant Accounting Policies | ||
Numerator: Net income (loss) allocable to Redeemable Class A Common Stock | $ (919,147) | $ (116,461) |
Denominator: Weighted Average Shares | ||
Weighted average shares outstanding, basic | 6,011,525 | 15,700,000 |
Weighted average shares outstanding, diluted | 6,011,525 | 15,700,000 |
Basic earnings per share | $ (0.15) | $ (0.01) |
Diluted earnings per share | $ (0.15) | $ (0.01) |
Class B Common Stock Not Subject to Redemption | ||
Numerator: Net income (loss) allocable to non-redeemable Class B Common Stock | ||
Net income (loss) allocable to non-redeemable Class B Common Stock | $ (557,085) | $ (29,115) |
Denominator: Weighted Average Shares | ||
Weighted average shares outstanding, basic | 3,643,517 | 3,925,000 |
Weighted average shares outstanding, diluted | 3,643,517 | 3,925,000 |
Basic earnings per share | $ (0.15) | $ (0.01) |
Diluted earnings per share | $ (0.15) | $ (0.01) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2022 | |
Initial Public Offering | ||
Number of units issued | 2,250,000 | |
Purchase price, per unit | $ 10 | |
Public Warrants | ||
Initial Public Offering | ||
Exercise price of warrants | $ 11.50 | |
Class A Common Stock | ||
Initial Public Offering | ||
Purchase price, per unit | $ 11.50 | |
Initial Public Offering | ||
Initial Public Offering | ||
Number of units issued | 15,700,000 | |
Purchase price, per unit | $ 10 | $ 10.10 |
Proceed from issuance initial public offering | $ 157,000,000 | |
Initial Public Offering | Public Warrants | ||
Initial Public Offering | ||
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant | 1 | |
Initial Public Offering | Class A Common Stock | ||
Initial Public Offering | ||
Number of shares in a unit | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Initial Public Offering | ||
Number of units issued | 700,000 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | 10 Months Ended | ||
Sep. 27, 2021 | Sep. 10, 2021 | Dec. 31, 2021 | |
Private Placement Warrants | |||
Proceeds from sale of Private Placement Warrants | $ 8,210,000 | ||
Private Placement Warrants | |||
Private Placement Warrants | |||
Number of warrants to purchase shares issued | 8,000,000 | ||
Price of warrants | $ 1 | ||
Proceeds from sale of Private Placement Warrants | $ 8,000,000 | ||
Over-allotment option | Private Placement Warrants | |||
Private Placement Warrants | |||
Price of warrants | $ 1 | ||
Additional units sold of shares | 210,000 | ||
Proceeds from sale of Private Placement Warrants | $ 210,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 1 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 27, 2021 shares | Feb. 28, 2022 shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | |
Related Party Transactions | |||||
Aggregate purchase price | $ | $ 25,000 | $ 300 | |||
Anchor Investors | |||||
Related Party Transactions | |||||
Shares not subject to forfeiture | 890,625 | ||||
Class B Common Stock | |||||
Related Party Transactions | |||||
Ratio to be applied to the stock in the conversion | 1 | ||||
Class B Common Stock | 4.95% Anchor Investors | |||||
Related Party Transactions | |||||
Maximum number of units expressed interest to purchase | 742,500 | ||||
Class B Common Stock | 9.9% Anchor Investors | |||||
Related Party Transactions | |||||
Maximum number of units expressed interest to purchase | 1,485,000 | ||||
Director | |||||
Related Party Transactions | |||||
Shares not subject to forfeiture | 190,000 | ||||
Sponsor | |||||
Related Party Transactions | |||||
Aggregate purchase price | $ | $ 25,000 | ||||
Shares not subject to forfeiture | 2,844,375 | ||||
Founder shares | |||||
Related Party Transactions | |||||
Number of shares issued | 190,000 | ||||
Percentage on outstanding shares upon completion of initial public offering for issuing founder shares | 20% | ||||
Shares not subject to forfeiture | 3,925,000 | ||||
Founder shares | Anchor Investors | |||||
Related Party Transactions | |||||
Estimated fair value per share | $ / shares | 6.65 | ||||
Founder shares | Class B Common Stock | |||||
Related Party Transactions | |||||
Number of shares issued | 6,468,750 | ||||
Founder shares | Sponsor | |||||
Related Party Transactions | |||||
Number of shares issued | 45,000 | 6,468,750 | |||
Aggregate purchase price | $ | $ 25,000 | ||||
Number of shares forfeited | 2,156,250 | ||||
Aggregate number of shares owned | 3,925,000 | 4,312,500 | |||
Number of shares returned | 190,000 | ||||
Forfeiture of Founder Shares (in shares) | 387,500 | ||||
Number of shares at sponsor's purchase price | 890,625 | ||||
Founder shares | Sponsor | 4.95% Anchor Investors | |||||
Related Party Transactions | |||||
Number of shares sold | 46,875 | ||||
Founder shares | Sponsor | 9.9% Anchor Investors | |||||
Related Party Transactions | |||||
Number of shares sold | 93,750 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Mar. 12, 2021 | |
Promissory Note with Related Party | |||
Related Party Transactions | |||
Outstanding balance of related party note | $ 0 | $ 0 | |
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Administrative Support Agreement | |||
Related Party Transactions | |||
Expenses per month | 15,000 | ||
Expenses incurred and paid | 60,000 | 180,000 | |
Accrued expenses to related party | 0 | ||
Related Party Loans | |||
Related Party Transactions | |||
Loan conversion agreement warrant | 1,500,000 | ||
Outstanding balance of related party note | $ 0 | $ 0 | |
Related Party Loans | Working capital loans warrant | |||
Related Party Transactions | |||
Price of warrant | $ 1 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments & Contingencies | ||
Underwriting discount per unit (as a percent) | 2% | |
Underwriter cash discount | $ 3,140,000 | |
Additional fee on gross offering proceeds (as a percent) | 3.50% | |
Deferred underwriting fees payable | $ 5,495,000 | $ 5,495,000 |
Granted period for underwriter | 45 days | |
Number of units issued | 2,250,000 |
Stockholders' Deficit - Preferr
Stockholders' Deficit - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common Stock Shares (Details) | 12 Months Ended | ||
Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Sep. 30, 2021 $ / shares | |
Class A Common Stock | |||
Stockholders' Deficit | |||
Common shares, shares authorized | 200,000,000 | 200,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class A subject to possible redemption | |||
Stockholders' Deficit | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 15,700,000 | 15,700,000 | |
Class A not subject to possible redemption | |||
Stockholders' Deficit | |||
Common shares, shares issued | 0 | 0 | |
Common shares, shares outstanding | 0 | 0 | |
Class B Common Stock | |||
Stockholders' Deficit | |||
Common shares, shares authorized | 20,000,000 | 20,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued | 3,925,000 | 3,925,000 | |
Common shares, shares outstanding | 3,925,000 | 3,925,000 | |
Ratio to be applied to the stock in the conversion | 1 |
Stockholders' Deficit - Warrant
Stockholders' Deficit - Warrants (Details) - Public Warrants | 12 Months Ended |
Dec. 31, 2022 D $ / shares | |
Stockholders' Deficit | |
Minimum threshold written notice period for redemption of public warrants | 30 days |
Public Warrants exercisable term from the closing of the initial public offering | 12 months |
Period of time within which registration statement is expected to become effective | 15 days |
Maximum period after business combination in which to file registration statement | 60 days |
Exercise price of warrant | $ 11.50 |
Public Warrants expiration term | 5 years |
Percentage of gross proceeds on total equity proceeds | 60% |
Threshold trading days for redemption of public warrants | 20 days |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Redemption period | 30 days |
Threshold consecutive trading days for redemption of public warrants | D | 30 |
Threshold number of business days before sending notice of redemption to warrant holders | D | 10 |
Class A Common Stock | |
Stockholders' Deficit | |
Share price | $ 9.20 |
Threshold trading days for redemption of public warrants | 20 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Income tax expense | $ 492,468 | |
Effective income tax rate | 141.96% | 0% |
Statutory federal income tax rate (in percent) | 21% | 21% |
Federal net operating loss carryovers | $ 0 | $ 157,867 |
Valuation allowance | 712,963 | 270,918 |
Unrecognized tax benefits | 0 | 0 |
Amounts accrued for payment of interest and penalties on unrecognized tax benefits | $ 0 | $ 0 |
Income Taxes - income tax provi
Income Taxes - income tax provision ( benefit ) - (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
Federal | $ 279,206 | |
State | 86,015 | |
Deferred | ||
Federal | (266,225) | $ (270,918) |
State | (48,573) | |
Valuation allowance | 442,045 | $ 270,918 |
Total Income tax provision | $ 492,468 |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Organization Costs | $ 712,963 | $ 237,766 |
Net operating loss carryforward | 33,152 | |
Total deferred tax assets | 712,963 | 270,918 |
Valuation allowance | (712,963) | $ (270,918) |
Deferred tax liabilities | ||
Accrued income | (127,247) | |
Total deferred tax liabilities | (127,247) | |
Deferred tax assets (liabilities), Net | $ (127,247) |
Income Taxes - Federal income t
Income Taxes - Federal income tax rate (benefit) (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate | ||
Statutory federal income tax rate (in percent) | 21% | 21% |
State tax expense | 6.04% | 0% |
Share Based Compensation | 0% | (2.65%) |
Change in Valuation Allowance | 127.43% | (18.35%) |
State rate change | (12.51%) | 0% |
Effective Tax Rate | 141.96% | 0% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Total assets | $ 160,566,223 | $ 158,573,777 |
Marketable Securities | ||
Assets | ||
Total assets | 158,573,777 | |
Level 1 | ||
Assets | ||
Total assets | $ 160,566,223 | 158,573,777 |
Level 1 | Marketable Securities | ||
Assets | ||
Total assets | $ 158,573,777 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Fair Value Measurements | |||
Fair value assets level 1 to level 2 transfers | $ 0 | $ 0 | $ 0 |
Fair value assets level 2 to level 1 transfers | 0 | 0 | 0 |
Fair value assets transferred into (out of) level 3 | $ 0 | $ 0 | $ 0 |