Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 22, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity File Number | 001-41073 | ||
Entity Registrant Name | NABORS ENERGY TRANSITION CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2916523 | ||
Entity Address, Address Line One | 515 West Greens Road, Suite 1200 | ||
Entity Address, City or Town | Houston | ||
Entity Address State Or Province | TX | ||
Entity Address, Postal Zip Code | 77067 | ||
City Area Code | 281 | ||
Local Phone Number | 874-0035 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | true | ||
Entity Public Float | $ 275,985,000 | ||
Auditor Name | Ham, Langston & Brezina, LLP | ||
Auditor Location | Houston, Texas | ||
Auditor Firm ID | 298 | ||
Entity Central Index Key | 0001854458 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant | |||
Document and Entity Information | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant | ||
Trading Symbol | NETC.U | ||
Security Exchange Name | NYSE | ||
Class A common stock, $0.0001 par value per share | |||
Document and Entity Information | |||
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | ||
Trading Symbol | NETC | ||
Security Exchange Name | NYSE | ||
Warrants included as part of the units | |||
Document and Entity Information | |||
Title of 12(b) Security | Warrants included as part of the units | ||
Trading Symbol | NETC.WS | ||
Security Exchange Name | NYSE | ||
Class A common stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 27,600,000 | ||
Class F common stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 6,900,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash | $ 468,461 | $ 2,505,395 |
Prepaid expenses | 375,000 | |
Total current assets | 843,461 | 2,505,395 |
Investments held in Trust | 284,840,707 | 281,523,211 |
Total assets | 285,684,168 | 284,028,606 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 235,995 | 232,555 |
Income taxes payable | 87,473 | |
Due to related party | 10,464 | 597,500 |
Total current liabilities | 333,932 | 830,055 |
Deferred legal fees | 1,469,726 | 615,634 |
Deferred underwriting commissions | 9,660,000 | 9,660,000 |
Total liabilities | 11,463,658 | 11,105,689 |
Commitments and Contingencies (Note 6) | ||
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value 5,000,000 shares authorized none issued and outstanding | ||
Accumulated deficit | (10,258,125) | (8,597,773) |
Total stockholders' deficit | (10,257,435) | (8,597,083) |
Total liabilities and stockholders' deficit | 285,684,168 | 284,028,606 |
Class A common stock subject to redemption | ||
Current liabilities: | ||
Class A common stock, $0.0001 par value; 27,600,000 shares subject to redemption at $10.31 per share and $10.20 per share, respectively | 284,477,945 | 281,520,000 |
Class A common stock not subject to redemption | ||
Stockholders' Deficit: | ||
Common stock | ||
Class B common Stock | ||
Stockholders' Deficit: | ||
Common stock | ||
Class F common stock | ||
Stockholders' Deficit: | ||
Common stock | $ 690 | $ 690 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock subject to redemption | ||
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 27,600,000 | 27,600,000 |
Temporary equity, redemption price per share | $ 10.31 | $ 10.20 |
Class A common stock not subject to redemption | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
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 | 50,000,000 | 50,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class F common stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 251,365 | $ 1,963,012 |
Loss from operations | (251,365) | (1,963,012) |
Other income: | ||
Interest income earned on investments held in trust | 3,211 | 4,073,078 |
Income (loss) before provision for income taxes | (248,154) | 2,110,066 |
Provision for income taxes | 0 | (812,473) |
Net income (loss) | (248,154) | 1,297,593 |
Redeemable common shares | ||
Other income: | ||
Net income (loss) | $ (8,825,992) | $ 1,038,074 |
Basic weighted average common shares outstanding | 4,502,128 | 27,600,000 |
Diluted weighted average common shares outstanding | 4,502,128 | 27,600,000 |
Basic net income (loss) per common share | $ 2.95 | $ 0.04 |
Diluted net income (loss) per common share | $ 2.95 | $ 0.04 |
Non-redeemable common shares | ||
Other income: | ||
Net income (loss) | $ (13,526,791) | $ 259,519 |
Basic weighted average common shares outstanding | 6,900,000 | 6,900,000 |
Diluted weighted average common shares outstanding | 6,900,000 | 6,900,000 |
Basic net income (loss) per common share | $ (1.96) | $ 0.04 |
Diluted net income (loss) per common share | $ (1.96) | $ 0.04 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock Class A common stock Initial Public Offering | Common Stock Class A common stock | Common Stock Class F common stock Sponsor | Common Stock Class F common stock Directors | Common Stock Class F common stock | Additional Paid-in Capital Sponsor | Additional Paid-in Capital Directors | Additional Paid-in Capital Initial Public Offering | Additional Paid-in Capital | Accumulated Deficit | Sponsor | Directors | Initial Public Offering | Total |
Beginning balance at Mar. 23, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Beginning balance (in shares) at Mar. 23, 2021 | 0 | 0 | ||||||||||||
Increase (decrease) in stockholder's equity | ||||||||||||||
Issuance of common stock | $ 2,760 | $ 863 | $ 17 | $ 24,137 | $ 683 | $ 275,997,240 | $ 25,000 | $ 700 | $ 276,000,000 | |||||
Issuance of common stock (in shares) | 27,600,000 | 8,625,000 | 175,000 | |||||||||||
Forfeited shares | $ (190) | $ 190 | ||||||||||||
Forfeited shares (in shares) | (1,900,000) | |||||||||||||
Sale of private placement warrants | 13,730,000 | 13,730,000 | ||||||||||||
Offering costs | (16,584,629) | (16,584,629) | ||||||||||||
Shares subject to possible redemption | $ (2,760) | (273,167,621) | (2,829,619) | (276,000,000) | ||||||||||
Shares subject to possible redemption (in shares) | (27,600,000) | |||||||||||||
Accretion for common stock to redemption amount | (5,520,000) | (5,520,000) | ||||||||||||
Net income (loss) | (248,154) | (248,154) | ||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 690 | 0 | (8,597,773) | (8,597,083) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 6,900,000 | ||||||||||||
Increase (decrease) in stockholder's equity | ||||||||||||||
Accretion for common stock to redemption amount | (2,957,945) | (2,957,945) | ||||||||||||
Net income (loss) | 1,297,593 | 1,297,593 | ||||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | $ 690 | $ 0 | $ (10,258,125) | $ (10,257,435) | |||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 6,900,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (248,154) | $ 1,297,593 |
Adjustments to reconcile net income (loss) to net cash (used by) provided by operating activities: | ||
Interest from investments held in Trust Account | (4,073,078) | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 164,812 | 3,440 |
Income taxes payable | 87,473 | |
Prepaid expenses | (375,000) | |
Due to related party | 22,500 | (587,036) |
Deferred legal fees | 64,053 | 854,092 |
Net cash (used by) provided by operating activities | 3,211 | (2,792,516) |
Cash Flows from Investing Activities: | ||
Proceeds from Trust Account withdrawn to pay taxes | 755,582 | |
Investment of cash in Trust Account | (281,523,211) | |
Net cash provided by (used in) investing activities | (281,523,211) | 755,582 |
Cash Flows from Financing Activities: | ||
Proceeds from initial public offering of units | 276,000,000 | |
Proceeds from issuance of common stock | 25,700 | |
Proceeds from sale of private placement warrants | 13,730,000 | |
Proceeds from related party loan | 141,656 | |
Repayment of related party loan | (141,656) | |
Offering costs paid | (5,730,305) | |
Net cash provided by financing activities | 284,025,395 | |
Net (decrease) increase in cash | 2,505,395 | (2,036,934) |
Cash - beginning of the period | 0 | 2,505,395 |
Cash - end of the period | 2,505,395 | 468,461 |
Supplemental disclosure of noncash activities: | ||
Deferred legal expense | 551,581 | |
Due to related party | 575,000 | |
Deferred underwriting commissions | 9,660,000 | |
Offering costs included in accounts payable | 67,743 | |
Accretion for common stock to redemption amount | $ 5,520,000 | $ 2,957,945 |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | NABORS ENERGY TRANSITION CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION Nabors Energy Transition Corp. (the “Company”) was incorporated in Delaware on March 24, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities that the Company had not yet identified as of December 31, 2022 (“Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As of December 31, 2022, the Company had not yet commenced operations. On March 30, 2021, the Company was funded with $25,000 for which it issued 8,625,000 shares of Class F common stock, par value $0.0001 per share (the “Founder Shares”) to the Company’s sponsor, Nabors Energy Transition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). All activity for the period from March 24, 2021 (inception) through December 31, 2022 related to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues prior to the completion of the Business Combination and will generate non-operating income in the form of interest income on permitted investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on November 16, 2021. On November 19, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares,” and, with respect to the one-half of one Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 13,730,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $13.7 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $281.5 million ($10.20 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which are invested 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’s management has broad discretion with respect to the specific application of the net proceeds from its 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. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act. The Company will provide holders (the “Public Stockholders”) of 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.20 per Public Share and such amount may be increased by $0.10 per share for each three-month extension of the Company’s time to consummate its initial Business Combination, as described herein). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). As of December 31, 2022 and 2021, these Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law 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, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. 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 and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders are not entitled to redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of holders of Public Shares or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment. As of December 31, 2022, the Company had 15 months from the closing of the Initial Public Offering to consummate an initial Business Combination. 15 months 15 months If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering, or up to 21 months if it extends the period of time to consummate its initial Business Combination in accordance with the terms described herein (the “Combination Period”), the Company will ten interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders will not be entitled to liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their 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 the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.20. 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 entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, less taxes payable. This liability will not apply with respect to any claims by a third party or Target that executed an agreement waiving any and all rights to seek access to the Trust Account (whether or not such agreement is enforceable) or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933. 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”) 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 JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements-Going Concern,” the Company has until August 19, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2022, no adjustments have been made to the carrying amounts of assets or liabilities that might be necessary should the Company be required to liquidate at the end of the Combination Period. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. 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. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less from date of purchase to be cash equivalents. As of December 31, 2022 and 2021, the Company had cash of $0.5 million and $2.5 million, respectively. Investments held in Trust On December 31, 2022 and 2021, the Company had approximately $284.8 million and $281.5 million in investments held in the Trust Account, respectively. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account 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 net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the year ended December 31, 2022, the Company withdrew $0.8 million from the Trust Account in accordance with the Investment Management Trust Agreement, dated November 16, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, to pay its taxes. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. Offering costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” The Company incurred $16.6 million in offering costs in connection with the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemed Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on December 31, 2022 and 2021, 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Warrants The Company accounts for warrants as either equity-classified or liability-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 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. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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. Net Income (loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio 61% for the public shares and 39% for the non-redeemable shares for the year ended December 31, 2022 and for the period from March 24, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Net income (loss) subject to possible redemption $ 1,297,593 $ (248,154) Accretion of temporary equity to redemption value — (22,104,629) Net income (loss) including accretion of temporary equity to redemption value $ 1,297,593 $ (22,352,783) For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net loss including accretion of temporary equity $ 1,038,074 $ 259,519 $ (8,825,992) $ (13,526,791) Accretion of temporary equity to redemption value — — 22,104,629 — Allocation of net income (loss) $ 1,038,074 $ 259,519 $ 13,278,637 $ (13,526,791) Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 27,600,000 6,900,000 4,502,128 6,900,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 2.95 $ (1.96) In connection with the underwriters’ full exercise of their over-allotment option on November 19, 2021, 1,725,000 Founder Shares were forfeited by the Sponsor. These shares were excluded from the calculation of weighted average shares outstanding. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING. | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On November 19, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of approximately $276.0 million, and incurring offering costs of approximately $16.6 million, of which approximately $9.7 million was for deferred underwriting commissions. Each Unit consisted of one Public Share and one-half of one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 12 Months Ended |
Dec. 31, 2022 | |
PRIVATE PLACEMENT. | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 13,730,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of approximately $13.7 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable for cash or on a cashless basis. Pursuant to a Letter Agreement, dated November 16, 2021, among the Company and the other parties thereto (the “Letter Agreement”), the parties agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 30, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 8,625,000 shares of the Company’s Founder Shares. On November 16, 2021, the Sponsor surrendered an aggregate of 1,900,000 of Founder Shares to the Company at no cost. An aggregate of 175,000 Founder Shares were issued to the independent directors for an aggregate of $700. As of December 31, 2022 and 2021, there were 6,900,000 Founder Shares outstanding. The Founder Shares represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. Pursuant to the Letter Agreement, the initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the date of the consummation of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange, reorganization, recapitalization or other similar transaction which results in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans On March 26, 2021, an affiliate of the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (as amended and restated on October 27, 2021, the “Note”). The Note was non-interest bearing and was paid in full on November 19, 2021, upon the closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined, and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the Company owed $597,500 to an affiliate of the Sponsor for payment of certain working capital amounts on its behalf and for administrative support. As of December 31, 2022, the Company owed $135,000 to an affiliate of the Sponsor for administrative support and an affiliate of the Sponsor owed the Company $124,536 for reimbursement of expenses paid on the affiliate’s behalf. Administrative Support Agreement On November 16, 2021, the Company entered into an agreement pursuant to which, commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company will reimburse the Sponsor or an affiliate thereof $15,000 per month for office space, utilities, secretarial and administrative support. During the years ended December 31, 2022 and 2021, $180,000 and $22,500 in support costs had been incurred by the Company under this agreement, respectively. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Business Combinations. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Registration Rights Agreement On November 16, 2021, the Company entered into that certain Registration Rights Agreement by and among the Company, the Sponsor and the holder parties thereto (the “Registration Rights Agreement”). See “Registration and Stockholder Rights” in “Note. 6. Commitments and Contingencies”, below. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or extension loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans or extension loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the registration statement relating to the Initial Public Offering. These holders have 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 granted the underwriters a 45-day option from the date of the final prospectus to purchase up to 3,600,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. On November 17, 2021, the underwriters fully exercised their over-allotment option. The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $5.5 million in the aggregate (including with respect to the Over-Allotment Units), paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $9.7 million in the aggregate (including with respect to the Over-Allotment Units) will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 7. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock— Class A Common Stock — Class B Common Stock — Class F Common Stock — Prior to the completion of the initial Business Combination, holders of the Class F common stock will have the right to elect all of the Company’s directors. On any other matter submitted to a vote of the Company’s stockholders, holders of the Class A common stock, the Class B common stock (if any) and the Class F common stock will vote together as a single class, except as required by law or stock exchange rule. Each share of common stock will have one vote on all such matters. Following the completion of the initial Business Combination and the automatic conversion of the shares of Class F common stock into Class B common stock, holders of the Class A common stock and Class B common stock will generally vote together as a single class, except as required by applicable law or stock exchange rule, on all matters presented for a stockholder vote with each share of Class A common stock entitling the holder to one vote per share and each share of Class B common stock entitling the holder to ten votes per share. The Class F common stock will automatically convert into Class B common stock at the time of an initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, and, prior to and following the initial Business Combination, each share of Class B common stock will be convertible, at the option of the holder, into one share of Class A common stock, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and in each case, subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Founder Shares shall convert into shares of Class A common stock or shares of Class B common stock, as applicable, will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock or shares of Class B common stock, as applicable, issuable upon conversion thereof will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination). Warrants — 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 (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 (net of redemptions), and (z) the volume weighted average price of the Class A common stock during the 10 trading day period ending on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, (i) 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 (ii) the $18.00 per share redemption trigger price described under “Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Pursuant to the Letter Agreement, Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable by the parties thereto until 30 days after the completion of an initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company. The Private Placement Warrants may be exercised for cash or on a cashless basis. Except as described herein, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days ’ prior written notice of redemption (the “ 30 - day redemption period”) to each warrantholder; and • if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrantholders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective, and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrantholder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8. INCOME TAXES The Company’s financial statements include total net income before taxes of approximately $2.1 million for the year ended December 31, 2022 and net loss before taxes of approximately $0.2 million for the period from March 24, 2021 (inception) through December 31, 2021. The income tax provision consists of the following: For the Year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Federal Current $ 812,473 $ — Income tax expense (benefit) $ 812,473 $ — The reconciliation of the differences between the provision/(benefit) for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows: For the Year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Amount Percent of Pretax Income Amount Percent of Pretax Income Income tax at U.S. statutory rate $ 443,114 21 % $ (52,112) 21 % Valuation allowance activity 369,359 18 % 52,112 (21) % Total income tax provision/(benefit) $ 812,473 39 % $ — — % Our income tax expense for 2022 was $812.5 thousand compared to $0 for 2021. The increase in tax expense was attributable to an increase in earnings on assets held in trust in 2022. The components of deferred tax assets are as follows: December 31, 2022 2021 Net operating losses $ 4,875 $ 5,748 Capitalized costs 416,597 46,364 Deferred taxes before valuation 421,472 52,112 Valuation allowance (421,472) (52,112) Net deferred tax assets, net of allowance $ — $ — As of December 31, 2022 and 2021, the Company had $23.2 thousand and $27.4 thousand, respectively, of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. As of December 31, 2022 and 2021, the Company has concluded that it is more likely than not that the Company will not realize the benefit of its deferred tax assets associated with capitalized start-up costs and net operating losses. Start-up costs cannot be amortized until the Company starts business operations. Therefore, a full valuation allowance has been established, as future events such as business combinations cannot be considered when assessing the realizability of deferred tax assets. Accordingly, the net deferred tax assets have been fully reserved. We utilize a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates there is more than a 50% likelihood that the position will be sustained upon examination, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. As of December 31, 2022 and 2021, the Company does not have any uncertain tax positions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS Management has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 9 and 10, 2023, we received letters from Citi Bank and Wells Fargo which waived their entitlement to the payment of the deferred underwriting fees accrued in connection with the initial public offering. On February 14, 2023, we entered into a Business Combination Agreement with Vast Solar. The combined entity is to be named Vast and expected to be listed on the NYSE under the ticker symbol “VSTE”. Vast Solar is a world-leading renewable energy company that has developed concentrated solar thermal power systems to generate, store and dispatch 24/7 carbon free, utility-scale electricity, industrial heat and green fuels. The Merger is expected to be consummated after obtaining the required approval by the stockholders of NETC and Vast and the satisfaction of certain other customary closing conditions. On February 16, 2023, the Company extended the initial 15-month If the company consummates an initial business combination, the loans will be repaid out of the proceeds of the trust account for the public stockholders or, at the option of the Sponsor, convert all or a portion of the loans into warrants at a price of $1.00 per warrant. The warrants will be identical to the private placement warrants issued in connection with the initial public offering. If an initial business combination is not consummated, the loans will be repaid only from funds held outside of the Trust Account. |
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 the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. 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. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risk on such accounts. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less from date of purchase to be cash equivalents. As of December 31, 2022 and 2021, the Company had cash of $0.5 million and $2.5 million, respectively. |
Investments held in Trust | Investments held in Trust On December 31, 2022 and 2021, the Company had approximately $284.8 million and $281.5 million in investments held in the Trust Account, respectively. The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account 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 net gain on investments, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the year ended December 31, 2022, the Company withdrew $0.8 million from the Trust Account in accordance with the Investment Management Trust Agreement, dated November 16, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, to pay its taxes. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet. |
Offering costs associated with the Initial Public Offering | Offering costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A “Expenses of Offering.” The Company incurred $16.6 million in offering costs in connection with the Initial Public Offering. Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. |
Class A common stock subject to possible redemption | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” The Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemed Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, on December 31, 2022 and 2021, 27,600,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. All of the Company’s warrants have met the criteria for equity treatment. |
Income taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 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. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. 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. |
Net Income (loss) per Common Stock | Net Income (loss) per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable public share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the public redeemable shares and non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio 61% for the public shares and 39% for the non-redeemable shares for the year ended December 31, 2022 and for the period from March 24, 2021 (inception) through December 31, 2021, reflective of the respective participation rights. For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Net income (loss) subject to possible redemption $ 1,297,593 $ (248,154) Accretion of temporary equity to redemption value — (22,104,629) Net income (loss) including accretion of temporary equity to redemption value $ 1,297,593 $ (22,352,783) For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net loss including accretion of temporary equity $ 1,038,074 $ 259,519 $ (8,825,992) $ (13,526,791) Accretion of temporary equity to redemption value — — 22,104,629 — Allocation of net income (loss) $ 1,038,074 $ 259,519 $ 13,278,637 $ (13,526,791) Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 27,600,000 6,900,000 4,502,128 6,900,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 2.95 $ (1.96) In connection with the underwriters’ full exercise of their over-allotment option on November 19, 2021, 1,725,000 Founder Shares were forfeited by the Sponsor. These shares were excluded from the calculation of weighted average shares outstanding. |
Recent accounting pronouncements | Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of earnings per share, basic and diluted | For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Net income (loss) subject to possible redemption $ 1,297,593 $ (248,154) Accretion of temporary equity to redemption value — (22,104,629) Net income (loss) including accretion of temporary equity to redemption value $ 1,297,593 $ (22,352,783) For the year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Redeemable Common Stock Non-Redeemable Common Stock Redeemable Common Stock Non-Redeemable Common Stock Basic and diluted net income (loss) per share Numerator: Allocation of net loss including accretion of temporary equity $ 1,038,074 $ 259,519 $ (8,825,992) $ (13,526,791) Accretion of temporary equity to redemption value — — 22,104,629 — Allocation of net income (loss) $ 1,038,074 $ 259,519 $ 13,278,637 $ (13,526,791) Denominator: Weighted average non-redeemable common stock Weighted average shares outstanding 27,600,000 6,900,000 4,502,128 6,900,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 2.95 $ (1.96) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of income tax provision (benefit) | The Company’s financial statements include total net income before taxes of approximately $2.1 million for the year ended December 31, 2022 and net loss before taxes of approximately $0.2 million for the period from March 24, 2021 (inception) through December 31, 2021. The income tax provision consists of the following: For the Year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Federal Current $ 812,473 $ — Income tax expense (benefit) $ 812,473 $ — |
Schedule of reconciliation of the differences between the provision/(benefit) for income taxes and income taxes at the statutory U.S. federal income tax rate | For the Year ended December 31, 2022 For the Period from March 24, 2021 (inception) through December 31, 2021 Federal Current $ 812,473 $ — Income tax expense (benefit) $ 812,473 $ — |
Summary of the components of deferred tax assets | The components of deferred tax assets are as follows: December 31, 2022 2021 Net operating losses $ 4,875 $ 5,748 Capitalized costs 416,597 46,364 Deferred taxes before valuation 421,472 52,112 Valuation allowance (421,472) (52,112) Net deferred tax assets, net of allowance $ — $ — |
DESCRIPTION OF ORGANIZATION, _2
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION (Details) | 9 Months Ended | 12 Months Ended | |||||
Nov. 19, 2021 USD ($) $ / shares shares | Nov. 17, 2021 USD ($) shares | Mar. 30, 2021 USD ($) $ / shares shares | Mar. 29, 2021 shares | Mar. 24, 2021 item | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||||
Minimum number of businesses for acquisition | item | 1 | ||||||
Proceeds from initial public offering of units | $ 276,000,000 | ||||||
Deferred underwriting commissions | 9,660,000 | $ 9,660,000 | |||||
Investment of cash in Trust Account | $ 281,500,000 | $ 281,523,211 | |||||
Investment of cash into Trust Account, per unit | $ / shares | $ 10.20 | ||||||
Condition for future business combination use of proceeds percentage | 80% | ||||||
Condition for future business combination threshold percentage ownership | 50% | ||||||
Redemption price per share for publicly held shares | $ / shares | $ 10.20 | ||||||
Increase in redemption price per share for publicly held shares | $ / shares | $ 0.10 | ||||||
Redemption period extension | 3 months | ||||||
Redemption limit percentage without prior consent | 15 | ||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||||||
Months to complete acquisition from IPO | 15 months | ||||||
Additional months available to complete acquisition | 3 months | ||||||
Total months to complete acquisition including extension | 21 months | ||||||
Redemption period upon closure | 10 days | ||||||
Maximum allowed dissolution expenses | $ 100,000 | ||||||
Extension of Business Combination Period | |||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||||
Amount of additional funds deposited in trust accounts | 2,760,000 | ||||||
Aggregate deposits into Trust account | $ 5,520,000 | ||||||
Amount of additional funds deposited in trust accounts (in dollars per share) | $ / shares | $ 0.10 | ||||||
Class F common stock | |||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||||
Number of shares issued | shares | 8,625,000 | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Initial Public Offering | |||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||||
Value of shares issued | $ 276,000,000 | ||||||
Number of shares issued | shares | 27,600,000 | ||||||
Price per unit | $ / shares | $ 10 | ||||||
Proceeds from initial public offering of units | $ 276,000,000 | ||||||
Offering costs incurred | 16,600,000 | ||||||
Deferred underwriting commissions | $ 9,700,000 | $ 9,700,000 | |||||
Initial Public Offering | Public Warrants | |||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||||
Number of warrants in a unit | shares | 0.5 | ||||||
Initial Public Offering | Class A common stock | |||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||||
Number of shares issued | shares | 27,600,000 | ||||||
Price per unit | $ / shares | $ 10 | ||||||
Proceeds from initial public offering of units | $ 276,000,000 | ||||||
Over-allotment option | |||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||||
Number of shares issued | shares | 3,600,000 | 3,600,000 | |||||
Over-allotment option | Class A common stock | |||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||||
Number of shares issued | shares | 3,600,000 | ||||||
Private Placement | Private Placement Warrants | |||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||||
Number of warrants issued | shares | 13,730,000 | ||||||
Price of warrant | $ / shares | $ 1 | ||||||
Proceeds from sale of Private Placement Warrants | $ 13,700,000 | ||||||
Founder Shares | Class F common stock | |||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | |||||||
Value of shares issued | $ 25,000 | ||||||
Number of shares issued | shares | 8,625,000 | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | ||
Nov. 19, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Cash | $ 500,000 | $ 2,500,000 | |
Investments held in Trust | 284,840,707 | 281,523,211 | |
Taxes paid | 800,000 | ||
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | |
Initial Public Offering | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Offering costs incurred | $ 16,600,000 | ||
Class A common stock subject to redemption | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Temporary equity, shares outstanding | 27,600,000 | 27,600,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Nov. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Numerator: | |||
Net income (loss) subject to possible redemption | $ (248,154) | $ 1,297,593 | |
Accretion of temporary equity to redemption value | (22,104,629) | ||
Allocation of net income (loss) | $ (22,352,783) | $ 1,297,593 | |
Denominator: Weighted average non-redeemable common stock | |||
Number of founder shares forfeited | 1,725,000 | ||
Redeemable Common Stock | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Percentage of allocation of net income loss to common shares | 61% | 61% | |
Numerator: | |||
Net income (loss) subject to possible redemption | $ (8,825,992) | $ 1,038,074 | |
Accretion of temporary equity to redemption value | 22,104,629 | ||
Allocation of net income (loss) | $ 13,278,637 | $ 1,038,074 | |
Denominator: Weighted average non-redeemable common stock | |||
Basic weighted average common shares outstanding | 4,502,128 | 27,600,000 | |
Diluted weighted average common shares outstanding | 4,502,128 | 27,600,000 | |
Basic net income (loss) per common share | $ 2.95 | $ 0.04 | |
Diluted net income (loss) per common share | $ 2.95 | $ 0.04 | |
Non-Redeemable Common Stock | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Percentage of allocation of net income loss to common shares | 39% | 39% | |
Numerator: | |||
Net income (loss) subject to possible redemption | $ (13,526,791) | $ 259,519 | |
Allocation of net income (loss) | $ (13,526,791) | $ 259,519 | |
Denominator: Weighted average non-redeemable common stock | |||
Basic weighted average common shares outstanding | 6,900,000 | 6,900,000 | |
Diluted weighted average common shares outstanding | 6,900,000 | 6,900,000 | |
Basic net income (loss) per common share | $ (1.96) | $ 0.04 | |
Diluted net income (loss) per common share | $ (1.96) | $ 0.04 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 9 Months Ended | |||
Nov. 19, 2021 | Nov. 17, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | ||||
Proceeds from initial public offering of units | $ 276,000,000 | |||
Deferred underwriting commissions | $ 9,660,000 | $ 9,660,000 | ||
Exercise price of warrants | $ 11.50 | |||
Public Warrants | ||||
INITIAL PUBLIC OFFERING | ||||
Exercise price of warrants | $ 18 | |||
Initial Public Offering | ||||
INITIAL PUBLIC OFFERING | ||||
Number of shares issued | 27,600,000 | |||
Price per unit | $ 10 | |||
Proceeds from initial public offering of units | $ 276,000,000 | |||
Offering costs incurred | 16,600,000 | |||
Deferred underwriting commissions | $ 9,700,000 | $ 9,700,000 | ||
Initial Public Offering | Public Warrants | ||||
INITIAL PUBLIC OFFERING | ||||
Number of warrants in a unit | 0.5 | |||
Exercise price of warrants | $ 11.50 | |||
Initial Public Offering | Class A common stock | ||||
INITIAL PUBLIC OFFERING | ||||
Number of shares issued | 27,600,000 | |||
Price per unit | $ 10 | |||
Proceeds from initial public offering of units | $ 276,000,000 | |||
Number of shares in a unit | 1 | |||
Number of shares which may be purchased with each warrant | 1 | |||
Over-allotment option | ||||
INITIAL PUBLIC OFFERING | ||||
Number of shares issued | 3,600,000 | 3,600,000 | ||
Over-allotment option | Class A common stock | ||||
INITIAL PUBLIC OFFERING | ||||
Number of shares issued | 3,600,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 19, 2021 | Dec. 31, 2022 |
PRIVATE PLACEMENT | ||
Exercise price of warrants | $ 11.50 | |
Private Placement | Class A common stock | ||
PRIVATE PLACEMENT | ||
Number of shares which may be purchased with each warrant | 1 | |
Private Placement | Private Placement Warrants | ||
PRIVATE PLACEMENT | ||
Number of warrants issued | 13,730,000 | |
Price of warrants | $ 1 | |
Proceeds from sale of Private Placement Warrants | $ 13.7 | |
Exercise price of warrants | $ 11.50 |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 9 Months Ended | ||||||
Nov. 19, 2021 D $ / shares | Nov. 16, 2021 USD ($) shares | Mar. 30, 2021 USD ($) shares | Mar. 29, 2021 shares | Mar. 20, 2021 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 shares | |
Class A common stock | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | ||||||
Class F common stock | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Number of shares issued | shares | 8,625,000 | ||||||
Common shares, shares outstanding | shares | 6,900,000 | 6,900,000 | |||||
Sponsor | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Value of shares issued | $ | $ 25,000 | ||||||
Sponsor | Class F common stock | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Number of shares forfeited | shares | 1,900,000 | ||||||
Value of forfeited shares | $ | $ 0 | ||||||
Directors | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Value of shares issued | $ | $ 700 | ||||||
Directors | Class F common stock | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Value of shares issued | $ | $ 700 | ||||||
Number of shares issued | shares | 175,000 | ||||||
Founder Shares | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||||
Founder Shares | Class F common stock | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Value of shares issued | $ | $ 25,000 | ||||||
Number of shares issued | shares | 8,625,000 | ||||||
Founder Shares | Sponsor | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Value of shares issued | $ | $ 25,000 | ||||||
Number of shares issued | shares | 8,625,000 | ||||||
Number of shares forfeited | shares | 1,900,000 | ||||||
Value of forfeited shares | $ | $ 0 | ||||||
Founder Shares | Directors | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Value of shares issued | $ | $ 700 | ||||||
Number of shares issued | shares | 175,000 |
RELATED PARTY TRANSACTIONS - Re
RELATED PARTY TRANSACTIONS - Related Party Loans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 26, 2021 | |
RELATED PARTY TRANSACTIONS | |||
Amounts due from the Sponsor | $ 124,536 | ||
Related Party Loans | |||
RELATED PARTY TRANSACTIONS | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Outstanding balance of Working Capital Loans | 135,000 | $ 597,500 | |
Related Party Loans | Working capital loans warrant | |||
RELATED PARTY TRANSACTIONS | |||
Working capital loans convertible into warrants | $ 1,500,000 | ||
Price of warrant | $ 1 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Administrative Support Agreement (Details) - Administrative Support Agreement - USD ($) | Nov. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
RELATED PARTY TRANSACTIONS | |||
Amount of expenses for office space, utilities, secretarial and administrative support reimbursable to related party | $ 15,000 | ||
Amounts due to Sponsor for administrative support costs | $ 180,000 | $ 22,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Nov. 19, 2021 | Nov. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
COMMITMENTS | ||||
Aggregate deferred underwriting fee payable | $ 9,660,000 | $ 9,660,000 | ||
Initial Public Offering | ||||
COMMITMENTS | ||||
Number of shares issued | 27,600,000 | |||
Deferred fee per unit | $ 0.35 | |||
Aggregate deferred underwriting fee payable | $ 9,700,000 | $ 9,700,000 | ||
Over-allotment option | ||||
COMMITMENTS | ||||
Underwriters option term | 45 days | |||
Number of shares issued | 3,600,000 | 3,600,000 | ||
Underwriting cash discount per unit | $ 0.20 | |||
Aggregate underwriter cash discount | $ 5,500,000 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
STOCKHOLDERS' EQUITY (DEFICIT_2
STOCKHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details) | 9 Months Ended | 12 Months Ended | |||||
Nov. 16, 2021 USD ($) shares | Mar. 30, 2021 USD ($) $ / shares shares | Mar. 29, 2021 shares | Mar. 20, 2021 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Sponsor | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Value of shares issued | $ | $ 25,000 | ||||||
Sponsor | Founder Shares | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Number of shares issued | 8,625,000 | ||||||
Value of shares issued | $ | $ 25,000 | ||||||
Number of shares forfeited | 1,900,000 | ||||||
Value of forfeited shares | $ | $ 0 | ||||||
Directors | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Value of shares issued | $ | $ 700 | ||||||
Directors | Founder Shares | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Number of shares issued | 175,000 | ||||||
Value of shares issued | $ | $ 700 | ||||||
Class A common stock | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Common shares, votes per share | Vote | 1 | ||||||
Class A common stock subject to redemption | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Class A common stock subject to possible redemption, issued (in shares) | 27,600,000 | 27,600,000 | 27,600,000 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | 27,600,000 | 27,600,000 | ||||
Class A common stock not subject to redemption | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 0 | 0 | 0 | ||||
Common shares, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Class B common Stock | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 0 | 0 | 0 | ||||
Common shares, shares outstanding (in shares) | 0 | 0 | 0 | ||||
Common shares, votes per share | Vote | 10 | ||||||
Class F common stock | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | ||||
Number of shares issued | 8,625,000 | ||||||
Percentage of issued and outstanding shares | 20% | 20% | |||||
Ratio to be applied to the stock in the conversion | 20 | ||||||
Class F common stock | Founder Shares | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Number of shares issued | 8,625,000 | ||||||
Value of shares issued | $ | $ 25,000 | ||||||
Class F common stock | Sponsor | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Number of shares forfeited | 1,900,000 | ||||||
Value of forfeited shares | $ | $ 0 | ||||||
Class F common stock | Directors | |||||||
STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Number of shares issued | 175,000 | ||||||
Value of shares issued | $ | $ 700 |
STOCKHOLDERS' EQUITY (DEFICIT_3
STOCKHOLDERS' EQUITY (DEFICIT) - Warrants (Details) | 12 Months Ended | |
Dec. 31, 2022 D $ / shares shares | Dec. 31, 2021 shares | |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Exercise price of warrants | $ 11.50 | |
Warrants expiration term | 5 years | |
Warrants exercisable term from the completion of business combination | 30 days | |
Warrant exercise period condition one | 20 days | |
Warrant exercise period condition two | 60 days | |
Percentage of total equity proceeds and interest | 60% | |
Maximum | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Share price closing of a business combination | $ 9.20 | |
Class A common stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Number of trading days | D | 10 | |
Market value per share | $ 9.20 | |
Exercise price of warrants adjusted | 115% | |
Redemption trigger price | $ 18 | |
Percentage of higher of market value and newly issued share price | 180% | |
Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | Class A common stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Threshold trading days for redemption of public warrants | 20 days | |
Public Warrants | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Number of warrants outstanding | shares | 13,800,000 | 13,800,000 |
Exercise price of warrants | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Redemption period | 30 days | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | |
Private Placement Warrants | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Number of warrants outstanding | shares | 13,730,000 | 13,730,000 |
INCOME TAXES - Income tax provi
INCOME TAXES - Income tax provision (benefit) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
INCOME TAXES | ||
Net income (loss) before taxes | $ (248,154) | $ 2,110,066 |
Federal | ||
Current | 812,473 | |
Income tax expense (benefit) | $ 0 | $ 812,473 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Amount | ||
Income tax at U.S. statutory rate | $ (52,112) | $ 443,114 |
Valuation allowance activity | 52,112 | 369,359 |
Income tax expense (benefit) | $ 0 | $ 812,473 |
Percent of Pretax Income | ||
Income tax at U.S. statutory rate | 21% | 21% |
Valuation allowance activity | (21.00%) | 18% |
Income tax provision/(benefit) | 0% | 39% |
INCOME TAXES - Deferred tax ass
INCOME TAXES - Deferred tax assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Components of deferred tax assets | ||
Net operating losses | $ 4,875 | $ 5,748 |
Capitalized costs | 416,597 | 46,364 |
Deferred taxes before valuation | 421,472 | 52,112 |
Valuation allowance | (421,472) | (52,112) |
Net deferred tax assets, net of allowance | $ 0 | $ 0 |
INCOME TAXES - Operating loss c
INCOME TAXES - Operating loss carryovers (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
U.S. Federal | |||
INCOME TAXES | |||
Net operating loss carryforwards | $ 23,200 | $ 27,400 | |
State | |||
INCOME TAXES | |||
Net operating loss carryforwards | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Feb. 16, 2023 | Nov. 19, 2021 |
SUBSEQUENT EVENTS | ||
Months to complete acquisition from IPO | 15 months | |
Subsequent Events | ||
SUBSEQUENT EVENTS | ||
Extension to the period to consummate the initial business combination | 3 months | |
Face value of loan | $ 2,760,000 | |
Price of warrant | $ 1 |