Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 22, 2023 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Transition Report | false | |
Entity Registrant Name | Focus Impact Acquisition Corp. | |
Entity Central Index Key | 0001854480 | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40977 | |
Entity Tax Identification Number | 86-2433757 | |
Entity Address, Address Line One | 250 Park Avenue Ste 911 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10177 | |
City Area Code | 212 | |
Local Phone Number | 213-0243 | |
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 | |
Entity Shell Company | true | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | FIACU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Shares of Class A common stock included as part of the units | |
Trading Symbol | FIAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | FIACW | |
Security Exchange Name | NASDAQ | |
Class B Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 760,583 | $ 1,426,006 |
Prepaid expenses | 270,793 | 367,169 |
Total current asset | 1,031,376 | 1,793,175 |
Investment held in Trust Account | 239,572,457 | 237,038,010 |
Total assets | 240,603,833 | 238,831,185 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,140,048 | 1,001,990 |
Due to Sponsor | 150,000 | 120,000 |
Franchise taxes payable | 50,000 | 63,283 |
Income taxes payable | 740,756 | 645,442 |
Total current liabilities | 2,080,804 | 1,830,715 |
Warrant liability | 1,135,000 | 1,135,000 |
Marketing agreement | 150,000 | 150,000 |
Deferred underwriting commissions | 8,650,000 | 8,650,000 |
Total liabilities | 12,015,804 | 11,765,715 |
Commitments and Contingencies (Note 6) | ||
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (10,394,830) | (9,955,785) |
Total stockholders' deficit | (10,394,255) | (9,955,210) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 240,603,833 | 238,831,185 |
Class A Common Stock [Member] | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, 23,000,000 shares at redemption value of $10.39 and 10.31 per share as of March 31, 2023 and December 31, 2022, respectively | 238,982,284 | 237,020,680 |
Stockholders' Deficit: | ||
Common stock - $0.0001 par value | 0 | 0 |
Class B Common Stock [Member] | ||
Stockholders' Deficit: | ||
Common stock - $0.0001 par value | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Nov. 01, 2021 |
Stockholders' Deficit: | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Class A Common Stock [Member] | |||
Liabilities and Equity [Abstract] | |||
Common stock subject to possible redemption (in shares) | 23,000,000 | 23,000,000 | 23,000,000 |
Common stock, redemption price per share (in dollars per share) | $ 10.39 | $ 10.31 | |
Stockholders' Deficit: | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Common stock, shares issued (in shares) | 0 | 0 | |
Common stock, shares outstanding (in shares) | 0 | 0 | |
Class B Common Stock [Member] | |||
Stockholders' Deficit: | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Common stock, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Common stock, shares outstanding (in shares) | 5,750,000 | 5,750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Loss from Operations | ||
Operating costs | $ 494,328 | $ 403,285 |
Loss from operations | (494,328) | (403,285) |
Other Income | ||
Change in fair value of warrant liabilities | 0 | 5,448,000 |
Operating account interest income | 5,283 | 0 |
Income from trust account | 2,534,447 | 19,146 |
Total other income | 2,539,730 | 5,467,146 |
Income before provision for income taxes | 2,045,402 | 5,063,861 |
Provision for income taxes | (522,843) | 0 |
Net income | $ 1,522,559 | $ 5,063,861 |
Class A Common Stock Subject to Possible Redemption [Member] | ||
Other Income | ||
Basic weighted average shares outstanding (in shares) | 23,000,000 | 23,000,000 |
Diluted weighted average shares outstanding (in shares) | 23,000,000 | 23,000,000 |
Basic net income per common share (in dollars per share) | $ 0.05 | $ 0.18 |
Diluted net income per common share (in dollars per share) | $ 0.05 | $ 0.18 |
Class B Common Stock [Member] | ||
Other Income | ||
Basic weighted average shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Diluted weighted average shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Basic net income per common share (in dollars per share) | $ 0.05 | $ 0.18 |
Diluted net income per common share (in dollars per share) | $ 0.05 | $ 0.18 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 575 | $ 0 | $ (19,065,219) | $ (19,064,644) |
Beginning balance (in shares) at Dec. 31, 2021 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Net income | $ 0 | 0 | 5,063,861 | 5,063,861 |
Accretion for Class A common stock to redemption amount | 0 | |||
Ending balance at Mar. 31, 2022 | $ 575 | 0 | (14,001,358) | (14,000,783) |
Ending balance (in shares) at Mar. 31, 2022 | 5,750,000 | |||
Beginning balance at Dec. 31, 2022 | $ 575 | 0 | (9,955,785) | (9,955,210) |
Beginning balance (in shares) at Dec. 31, 2022 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Net income | $ 0 | 0 | 1,522,559 | 1,522,559 |
Accretion for Class A common stock to redemption amount | 0 | 0 | (1,961,604) | (1,961,604) |
Ending balance at Mar. 31, 2023 | $ 575 | $ 0 | $ (10,394,830) | $ (10,394,255) |
Ending balance (in shares) at Mar. 31, 2023 | 5,750,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 1,522,559 | $ 5,063,861 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of warrant liability | 0 | (5,448,000) |
Income from investments held in Trust Account | (2,534,447) | (19,146) |
Changes in assets and liabilities: | ||
Prepaid expenses | 96,376 | 80,140 |
Accounts payable and accrued expenses | 138,058 | 73,786 |
Franchise tax payable | (13,283) | (121,096) |
Income received from Trust Account | 0 | 5,428 |
Due to related party | 30,000 | 0 |
Income taxes payable | 95,314 | 0 |
Net cash used in operating activities | (665,423) | (365,027) |
Net change in cash | (665,423) | (365,027) |
Cash, beginning of the period | 1,426,006 | 1,393,939 |
Cash, end of the period | 760,583 | 1,028,912 |
Supplemental disclosure of cash flow information: | ||
Accretion for Class A common stock to redemption amount | 1,961,604 | 0 |
Payment of federal income taxes | $ 427,529 | $ 0 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 - Organization and Business Operations Organization and General Focus Impact Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 23, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through March 31, 2023 relates to the Company’s formation and the Initial Public Offering (“IPO”) (as defined below), and since the closing of the IPO, the search for a prospective initial business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Sponsor and Financing The Company’s sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 27, 2021 (the “Effective Date”). On November 1, 2021, the Company consummated its IPO of 23,000,000 units (the “Units”) which included the exercise of the underwriters’ option to purchase an additional 3,000,000 Units at the IPO price to cover over-allotments. Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Class A common stock”), and one-half Simultaneously with the closing of IPO the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $11,200,000. Upon the closing of the IPO (including the full exercise of the underwriters’ over-allotment option) and the private placement, $234,600,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A common stock sold in the IPO, at their redemption value of $10.20 per share. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable) at the time of the Company signing a definitive agreement in connection with the Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the IPO, $10.20 per Unit sold in the IPO (including the full exercise of the underwriters’ over-allotment option) and the proceeds of the sale of the Private Placement Warrants, are held in a trust account (“Trust Account”) and will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The trust account is intended as a holding place for funds pending the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination by August 1, 2023 (as extended) or (ii) with respect to any other provisions relating to the rights of holders of the Company’s Class A common stock, and (c) the redemption of the Company’s public shares if the Company has not consummated the initial Business Combination by August 1, 2023, (as extended) subject to applicable law. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of the initial 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 proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under the law or stock exchange listing requirement. The public stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two The Company’s amended and restated certificate of incorporation provides that the Company will have until August 1, 2023 (as extended) (the “Combination Period”) to complete the initial Business Combination. If the Company does not complete the initial Business Combination by August 1, 2023 (as extended) (or such extended period to complete an initial Business Combination), the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The Sponsor, officers and directors entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of the initial Business Combination and a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination by August 1, 2023 (as extended) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A commons stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial Business Combination by August 1, 2023 (as extended) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. If the Company submits the initial Business Combination to the Company’s public stockholders for a vote, the Company will complete the initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s franchise and income taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. The Company has not asked the Sponsor to reserve for such indemnification obligations. None of the Company’s officers will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Extension of Combination Period On April 25, 2023, the Company held a special meeting of stockholders (the “Extension Meeting”) to amend the Company’s amended and restated certificate of incorporation to (i) extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from May 1, 2023 (the “Original Termination Date”) to August 1, 2023 (the “Charter Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until May 1, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of the Company’s initial Business Combination shall have occurred prior to such date (such amendment, the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem shares of public stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $5,000,000 (such amendment, the “Redemption Limitation Amendment” and such proposal, the “Redemption Limitation Amendment Proposal”). The shareholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment at the Extension Meeting and on April 26, 2023, the Company filed the Extension Amendment and the Redemption Limitation Amendment with the Secretary of State of Delaware. In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 17,297,209 shares of Class A common stock, par value $0.0001 per share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of $179,860,588. As disclosed in the Proxy Statement, relating to the extraordinary general meeting of shareholders (the “Extension Meeting”), the Sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to the Company as a loan, within five (5) business days of the date of the Extension Meeting, of the lesser of (a) an aggregate of $487,500 or (b) $0.0975 per share that is not redeemed in connection with the Extension Meeting, to be deposited into the Trust Account. In addition, in the event the Company does not consummate an initial business combination by August 1, 2023, the Lender may contribute to the Company the lesser of (a) $162,500 or (b) $0.0325 per each share of public stock that is not redeemed in connection with the Extension Meeting as a loan to be deposited into the Trust Account for each of nine one-month extensions following August 1, 2023. In association with the approval of the Extension Amendment Proposal on May 9, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $1,500,000 (the “Promissory Note”) to the Sponsor and the Sponsor funded the initial principal amount of $487,500. The Promissory Note does not bear interest and matures upon closing of the Company’s initial Business Combination. In the event that the Company does not consummate a Business Combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Trust Account. Up to the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the IPO. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statement. The financial statement do not include any adjustments that might result from the outcome of this uncertainty. The Company’s results of operations and ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an initial business combination. Consideration of Inflation Reduction Act Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of aspects of the excise tax (including its application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change. Because the application of this excise tax is not entirely clear, any redemption or other repurchase effected by the Company, in connection with a Business Combination, extension vote or otherwise, may be subject to this excise tax. Because any such excise tax would be payable by the Company and not by the redeeming holders, it could cause a reduction in the value of the Company’s Class A common stock, cash available with which to effectuate a Business Combination or cash available for distribution in a subsequent liquidation. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination will depend on a number of factors, including (i) the structure of the Business Combination, (ii) the fair market value of the redemptions and repurchases in connection with the Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the Business Combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Further, the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S. corporation is uncertain and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used to pay any excise tax owed by the Company in the event the Company is unable to complete a Business Combination in the required time and redeem 100% of the remaining Class A common stock in accordance with the Company’s amended and restated certificate of incorporation, in which case the amount that would otherwise be received by the public stockholders in connection with the Company’s liquidation would be reduced. Liquidity and Capital Resources, Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the IPO may not enable it to sustain operations for a period of at least one-year from the issuance date of this financial statement. Based on the foregoing, management believes that the Company may not have sufficient working capital to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation, working capital deficiency, and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until August 1, 2023 (as extended) 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. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 1, 2023 (as extended). |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2023 and December 31, 2022, the Company had cash of $760,583 and $1,426,006, respectively, and no cash equivalents. Investment Held in Trust Account Investments held in the Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Concentration of credit risk Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Net Income Per Common Stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stockholders. Private and public warrants to purchase 22,700,000 Class A common stock at $11.50 per share were issued on November 1, 2021. No warrants were exercised during the three months ended March 31, 2023 and 2022. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with (i) the Initial Public Offering, (ii) the exercise of the over-allotment and (iii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods. Accretion associated with the redeemable Class A common stock is excluded from earnings per common stock as the redemption value approximates fair value. For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic diluted net income per share Numerator: Allocation of net income $ 1,218,047 $ 304,512 $ 4,051,089 $ 1,012,772 Denominator: Weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per share $ 0.05 $ 0.05 $ 0.18 $ 0.18 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Warrant Liability The Company accounted for the 22,700,000 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of warrants was estimated using an internal valuation model. Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Income Taxes T he Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 25.6% and 0.0% for the three months ended March 31, 2023 and 2022. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income and associated income tax provision based on actual results through March 31, 2023. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months . Common Stock Subject to Possible Redemption All of the 23,000,000 common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: March 31, 2023 December 31, 2022 As of beginning of the period $ 237,020,680 $ 234,600,000 Plus: Remeasurement adjustment of carrying value to redemption value 1,961,604 2,420,680 Class A common stock subject to possible redemption $ 238,982,284 $ 237,020,680 Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The Company adopted ASU 2020-06 on January 1, 2022 and the standard was applied on a full retrospective basis. There was no material impact on the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On November 1, 2021, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit which included the exercise of the underwriters’ option to purchase an additional 3,000,000 Units at the initial public offering price to cover over-allotments. Each Unit had an offering price of $10.00 and consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one-half Following the closing of the IPO on November 1, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Public Warrants Each whole warrant entitles the registered holder to purchase one whole share of the Class A common stock at a price of $11.50 per share, subject to adjustment, at any time commencing on the later of twelve months from the closing of the IPO and 30 days after the completion of the initial Business Combination. The warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than twenty Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise the Company’s redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, we may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption; • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three • if the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third |
Private Placement
Private Placement | 3 Months Ended |
Mar. 31, 2023 | |
Private Placement [Abstract] | |
Private Placement | Note 4 - Private Placement On November 1, 2021, simultaneously with the closing of the IPO, the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $11,200,000. A portion of the proceeds from the Private Placement Warrants has been added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of the initial Business Combination and a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A commons stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial Business Combination within 18 months from the closing of this offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares The Sponsor paid $25,000 to the Company in consideration for 5,750,000 shares of Class B common stock. The founder shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 8. The initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; or (B) subsequent to the initial Business Combination, (x) if the closing 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 (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. The Company refers to such transfer restrictions as the lock-up. Related Party Loans In order to finance transaction costs in connection with an intended initial 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 (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. At March 31, 2023 and December 31, 2022, no Administrative Fees The Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2023 and 2022, the Company incurred $30,000 in administrative support fees. No amounts have been paid for the administrative fee. At March 31, 2023 and December 31, 2022, $150,000 and $120,000 is reported on the condensed balance sheet under due to related party for this fee. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration and Stockholder Rights The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital 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 and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights and stockholder agreement to be signed prior to the consummation of the IPO, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriter Agreement The underwriters are entitled to deferred underwriting commissions of approximately $0.376 per unit, or $8,650,000 in the aggregate (including the commission related to the underwriters’ exercise of the over-allotment option). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the offering. Marketing Fee Agreement The Company engaged advisors to assist the Company in validating existing acquisition strategies and providing recommendations or potential amendments and refinements to said strategy. The fee structure is set as a minimum of $150,000 due upon a Business Combination for advisory services. If the advisors provide lead information of a potential target company in a Business Combination, the Company will pay the advisors between $2,000,000 and $6,000,000 upon successful close of the Business Combination. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Recurring Fair Value Measurements [Abstract] | |
Recurring Fair Value Measurements | Note 7 - Recurring Fair Value Measurements Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity classification. As such, these financial instruments must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, these financial instruments valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company’s warrant liability for the Private Placement Warrants is based on valuation models utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The inputs used to determine the fair value of the Private Warrant liability, is classified within Level 3 of the fair value hierarchy. The Company’s Public Warrants are trading on the Nasdaq Stock Market LLC (“NASDAQ”) and the Company’s warrant liability was based on unadjusted quoted prices in an active market (NASDAQ) for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. Substantially all of the Company’s trust assets on the balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2023 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 239,572,457 $ - $ - Liabilities Public Warrants $ 575,000 $ - $ - Private Warrants $ - $ - $ 560,000 December 31, 2022 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 237,038,010 $ - $ - Liabilities Public Warrants $ 575,000 $ - $ - Private Warrants $ - $ - $ 560,000 Measurement The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The key inputs into the binomial lattice model were as follows at March 31, 2023 and December 31, 2022: Input March 31, 2023 December 31, 2022 Risk-free interest rate 3.55 % 3.95 % Expected term to initial Business Combination (years) 0.59 0.25 Expected volatility de minimis de minimis Common stock price $ 10.40 $ 10.18 Dividend yield 0.0 % 0.0 % The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s warrants classified as Level 3 for the period ended March 31, 2023 and December 31, 2022: Fair Value at December 31, 2022 $ 560,000 Change in fair value - Fair Value at March 31, 2023 – private warrants $ 560,000 |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit | Note 8 - Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of March 31, 2023 excluding 23,000,000 shares subject to possible redemption. Class B Common Stock The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each common stock. At March 31, 2023 Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 - Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the unaudited condensed financial statements were issued, require potential adjustment to or disclosure in the unaudited condensed financial statements and did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements other than noted below. Extension of Combination Period On April 25, 2023, the Company held a special meeting of stockholders (the “Extension Meeting”) to amend the Company’s amended and restated certificate of incorporation to (i) extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from May 1, 2023 (the “Original Termination Date”) to August 1, 2023 (the “Charter Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until May 1, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of the Company’s initial Business Combination shall have occurred prior to such date (such amendment, the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem shares of public stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $5,000,000 (such amendment, the “Redemption Limitation Amendment” and such proposal, the “Redemption Limitation Amendment Proposal”). The shareholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment at the Extension Meeting and on April 26, 2023, the Company filed the Extension Amendment and the Redemption Limitation Amendment with the Secretary of State of Delaware. In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 17,297,209 shares of Class A common stock, par value $0.0001 per share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of $179,860,588. With the redemption of $179,860,588 from the Trust Account, the Company may be subject to a new U.S. federal 1% excise tax equal to $1,798,606. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. As disclosed in the Proxy Statement, relating to the extraordinary general meeting of shareholders (the “Extension Meeting”), the Sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to the Company as a loan, within five (5) business days of the date of the Extension Meeting, of the lesser of (a) an aggregate of $487,500 or (b) $0.0975 per share that is not redeemed in connection with the Extension Meeting, to be deposited into the Trust Account. In addition, in the event the Company does not consummate an initial business combination by August 1, 2023, the Lender may contribute to the Company the lesser of (a) $162,500 or (b) $0.0325 per each share of public stock that is not redeemed in connection with the Extension Meeting as a loan to be deposited into the Trust Account for each of nine one-month extensions following August 1, 2023. In association with the approval of the Extension Amendment Proposal on May 9, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $1,500,000 (the “Promissory Note”) to the Sponsor and the Sponsor funded the initial principal amount of $487,500. The Promissory Note does not bear interest and matures upon closing of the Company’s initial Business Combination. In the event that the Company does not consummate a Business Combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Promissory Note will be deposited in the Trust Account. Up to the total principal amount of the Promissory Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the IPO. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with US 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of March 31, 2023 and December 31, 2022, the Company had cash of $760,583 and $1,426,006, respectively, and no cash equivalents. |
Investment Held in Trust Account | Investment Held in Trust Account Investments held in the Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
Concentration of Credit Risk | Concentration of credit risk |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Net Income (Loss) Per Common Stock | Net Income Per Common Stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stockholders. Private and public warrants to purchase 22,700,000 Class A common stock at $11.50 per share were issued on November 1, 2021. No warrants were exercised during the three months ended March 31, 2023 and 2022. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with (i) the Initial Public Offering, (ii) the exercise of the over-allotment and (iii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods. Accretion associated with the redeemable Class A common stock is excluded from earnings per common stock as the redemption value approximates fair value. For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic diluted net income per share Numerator: Allocation of net income $ 1,218,047 $ 304,512 $ 4,051,089 $ 1,012,772 Denominator: Weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per share $ 0.05 $ 0.05 $ 0.18 $ 0.18 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Warrant Liability | Warrant Liability The Company accounted for the 22,700,000 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of warrants was estimated using an internal valuation model. Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. |
Income Taxes | Income Taxes T he Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of March 31, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 25.6% and 0.0% for the three months ended March 31, 2023 and 2022. The effective tax rate differs from the statutory tax rate of 21% for the three months ended March 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income and associated income tax provision based on actual results through March 31, 2023. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months . |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 23,000,000 common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of March 31, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: March 31, 2023 December 31, 2022 As of beginning of the period $ 237,020,680 $ 234,600,000 Plus: Remeasurement adjustment of carrying value to redemption value 1,961,604 2,420,680 Class A common stock subject to possible redemption $ 238,982,284 $ 237,020,680 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The Company adopted ASU 2020-06 on January 1, 2022 and the standard was applied on a full retrospective basis. There was no material impact on the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basic and Diluted Net Income (Loss) Per Common Stock | As a result, diluted net income per common stock is the same as basic net income per common stock for the periods. Accretion associated with the redeemable Class A common stock is excluded from earnings per common stock as the redemption value approximates fair value. For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic diluted net income per share Numerator: Allocation of net income $ 1,218,047 $ 304,512 $ 4,051,089 $ 1,012,772 Denominator: Weighted average shares outstanding 23,000,000 5,750,000 23,000,000 5,750,000 Basic and diluted net income per share $ 0.05 $ 0.05 $ 0.18 $ 0.18 |
Class A Common Stock Subject to Possible Redemption | As of March 31, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected on the balance sheet are reconciled in the following table: March 31, 2023 December 31, 2022 As of beginning of the period $ 237,020,680 $ 234,600,000 Plus: Remeasurement adjustment of carrying value to redemption value 1,961,604 2,420,680 Class A common stock subject to possible redemption $ 238,982,284 $ 237,020,680 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Recurring Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. March 31, 2023 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 239,572,457 $ - $ - Liabilities Public Warrants $ 575,000 $ - $ - Private Warrants $ - $ - $ 560,000 December 31, 2022 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $ 237,038,010 $ - $ - Liabilities Public Warrants $ 575,000 $ - $ - Private Warrants $ - $ - $ 560,000 |
Key Inputs into Binomial Lattice Model | The key inputs into the binomial lattice model were as follows at March 31, 2023 and December 31, 2022: Input March 31, 2023 December 31, 2022 Risk-free interest rate 3.55 % 3.95 % Expected term to initial Business Combination (years) 0.59 0.25 Expected volatility de minimis de minimis Common stock price $ 10.40 $ 10.18 Dividend yield 0.0 % 0.0 % |
Changes in Fair Value of Warrants | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s warrants classified as Level 3 for the period ended March 31, 2023 and December 31, 2022: Fair Value at December 31, 2022 $ 560,000 Change in fair value - Fair Value at March 31, 2023 – private warrants $ 560,000 |
Organization and Business Ope_2
Organization and Business Operations, Sponsor and Financing (Details) | 3 Months Ended | |||
Nov. 01, 2021 USD ($) Business $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares | Mar. 31, 2022 shares | |
Organization and Business Operations [Abstract] | ||||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | |||
Number of days prior in initial Business Combination | 2 days | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | |||
Minimum [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Number of operating businesses included in Initial Business Combination | Business | 1 | |||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80% | |||
Post-transaction ownership percentage of the target business | 50% | |||
Net tangible asset threshold for redeeming Public Shares | $ | $ 5,000,001 | |||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | |||
Maximum [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Amount of interest to pay dissolution expenses | $ | $ 100,000 | |||
Private Placement Warrants [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Share price (in dollars per share) | $ 1 | |||
Warrants issued (in shares) | shares | 11,200,000 | |||
Gross proceeds from private placement | $ | $ 11,200,000 | |||
Class A Common Stock [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 22,700,000 | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Number of shares issued upon exercise of warrant (in shares) | shares | 0 | 0 | ||
Share price (in dollars per share) | $ 11.5 | |||
Initial Public Offering [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 23,000,000 | |||
Share price (in dollars per share) | $ 10 | |||
Gross proceeds from initial public offering | $ | $ 230,000,000 | |||
Cash deposited in Trust Account | $ | $ 234,600,000 | |||
Redemption price (in dollars per share) | $ 10.2 | |||
Sale price of unit (in dollars per share) | 10.2 | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | |||
Initial Public Offering [Member] | Public Warrant [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Number of securities called by each Unit (in shares) | shares | 0.5 | |||
Exercise price of warrant (in dollars per share) | $ 11.5 | |||
Initial Public Offering [Member] | Class A Common Stock [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Number of securities called by each Unit (in shares) | shares | 1 | |||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | |||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |||
Exercise price of warrant (in dollars per share) | $ 11.5 | |||
Over-Allotment Option [Member] | ||||
Organization and Business Operations [Abstract] | ||||
Units issued (in shares) | shares | 3,000,000 | |||
Share price (in dollars per share) | $ 10 |
Organization and Business Ope_3
Organization and Business Operations, Extension of Combination Period (Details) | Apr. 25, 2023 USD ($) Extension $ / shares shares | May 09, 2023 USD ($) $ / shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 01, 2021 shares |
Class A Common Stock [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Common stock subject to possible redemption (in shares) | shares | 23,000,000 | 23,000,000 | 23,000,000 | ||
Redemption price (in dollars per share) | $ / shares | $ 10.39 | $ 10.31 | |||
Subsequent Event [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Period of extension to consummate business combination | 1 month | ||||
Period of advance notice to consummate initial business combination | 5 days | ||||
Period of additional charter extension date | 12 months | ||||
Redemption limitation amendment proposal amount | $ | $ 5,000,000 | ||||
Number of business days | 5 days | ||||
Lenders contribution deposited in trust account | $ | $ 162,500 | ||||
Lenders contribution deposited in trust account (in dollars per share) | $ / shares | $ 0.0325 | ||||
Warrants price (in dollars per share) | $ / shares | $ 1 | ||||
Subsequent Event [Member] | Sponsor [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Principal amount | $ | $ 487,500 | ||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Common stock subject to possible redemption (in shares) | shares | 17,297,209 | ||||
Common stock subject to possible redemption (in dollars per share) | $ / shares | $ 0.0001 | ||||
Redemption price (in dollars per share) | $ / shares | $ 10.4 | ||||
Aggregate redemption amount | $ | $ 179,860,588 | ||||
Subsequent Event [Member] | Maximum [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Number of extensions to extend time to consummate a business combination | Extension | 9 | ||||
Subsequent Event [Member] | Maximum [Member] | Promissory Note [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Principal amount | $ | $ 1,500,000 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Lenders contribution deposited in trust account | $ | $ 487,500 | ||||
Lenders contribution deposited in trust account (in dollars per share) | $ / shares | $ 0.0975 |
Significant Accounting Polici_4
Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 760,583 | $ 1,426,006 |
Cash and cash equivalents | $ 0 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies, Net Income Per Common Stock (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class A Common Stock [Member] | ||
Net Income Per Common Stock [Abstract] | ||
Units issued (in shares) | 22,700,000 | |
Share price (in dollars per share) | $ 11.5 | |
Number of shares issued upon exercise of warrant (in shares) | 0 | 0 |
Numerator [Abstract] | ||
Allocation of net income | $ 1,218,047 | $ 4,051,089 |
Denominator [Abstract] | ||
Weighted average shares outstanding, basic (in shares) | 23,000,000 | 23,000,000 |
Weighted average shares outstanding, diluted (in shares) | 23,000,000 | 23,000,000 |
Basic net income per share (in dollars per share) | $ 0.05 | $ 0.18 |
Diluted net income per share (in dollars per share) | $ 0.05 | $ 0.18 |
Class B Ordinary Shares [Member] | ||
Numerator [Abstract] | ||
Allocation of net income | $ 304,512 | $ 1,012,772 |
Denominator [Abstract] | ||
Weighted average shares outstanding, basic (in shares) | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, diluted (in shares) | 5,750,000 | 5,750,000 |
Basic net income per share (in dollars per share) | $ 0.05 | $ 0.18 |
Diluted net income per share (in dollars per share) | $ 0.05 | $ 0.18 |
Significant Accounting Polici_6
Significant Accounting Policies, Warrant Liability (Details) | Nov. 01, 2021 shares |
Redeemable Warrants [Member] | |
Warrant Liability [Abstract] | |
Warrants issued (in shares) | 22,700,000 |
Significant Accounting Polici_7
Significant Accounting Policies, Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Taxes [Abstract] | |||
Effective income tax rate | 25.60% | 0% | |
Statutory tax rate | 21% | 21% | |
Unrecognized tax benefits | $ 0 | $ 0 | |
Accrued interest and penalties | $ 0 | $ 0 |
Significant Accounting Polici_8
Significant Accounting Policies, Common Stock Subject to Possible Redemption (Details) - Class A Common Stock [Member] - USD ($) | 3 Months Ended | 10 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Nov. 01, 2021 | |
Common Stock Subject to Possible Redemption [Abstract] | ||||
Common stock subject to possible redemption (in shares) | 23,000,000 | 23,000,000 | 23,000,000 | |
Class A common stock subject to possible redemption | $ 237,020,680 | $ 234,600,000 | ||
Remeasurement adjustment of carrying value to redemption value | 1,961,604 | $ 2,420,680 | ||
Class A common stock subject to possible redemption | $ 238,982,284 |
Initial Public Offering, Descri
Initial Public Offering, Description (Details) - USD ($) | 3 Months Ended | |||
Nov. 01, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Initial Public Offering [Abstract] | ||||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | |||
Class A Common Stock [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 22,700,000 | |||
Unit price (in dollars per share) | $ 11.5 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Number of shares issued upon exercise of warrant (in shares) | 0 | 0 | ||
Class A Common Stock [Member] | Public Warrants [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||
Exercise price of warrant (in dollars per share) | $ 11.5 | |||
Initial Public Offering [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 23,000,000 | |||
Unit price (in dollars per share) | $ 10 | |||
Cash deposited in Trust Account | $ 234,600,000 | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | |||
Initial Public Offering [Member] | Public Warrants [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities called by each Unit (in shares) | 0.50 | |||
Initial Public Offering [Member] | Class A Common Stock [Member] | ||||
Initial Public Offering [Abstract] | ||||
Number of securities called by each Unit (in shares) | 1 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||
Exercise price of warrant (in dollars per share) | $ 11.5 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Abstract] | ||||
Units issued (in shares) | 3,000,000 | |||
Unit price (in dollars per share) | $ 10 |
Initial Public Offering, Public
Initial Public Offering, Public Warrants (Details) - $ / shares | 3 Months Ended | ||
Nov. 01, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Public Warrants [Abstract] | |||
Period to exercise warrants after public offerings | 12 months | ||
Period warrants to become excisable after business combination | 30 days | ||
Warrants expiration period | 5 years | ||
Period to file registration statement | 20 days | ||
Period for registration statement to become effective | 60 days | ||
Product value issued upon exercise of warrant (in dollars per share) | $ 0.361 | ||
Number of trading days | 10 days | ||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||
Public Warrants [Abstract] | |||
Warrant redemption price (in dollars per share) | $ 0.01 | ||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Minimum [Member] | |||
Public Warrants [Abstract] | |||
Share price (in dollars per share) | $ 18 | ||
Notice period to redeem warrants | 30 days | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Public Warrants [Abstract] | |||
Warrant redemption price (in dollars per share) | $ 0.1 | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Minimum [Member] | |||
Public Warrants [Abstract] | |||
Share price (in dollars per share) | $ 10 | ||
Notice period to redeem warrants | 30 days | ||
Public Warrants [Member] | |||
Public Warrants [Abstract] | |||
Number of trading days ending before notice of redemption | 3 days | ||
Class A Common Stock [Member] | |||
Public Warrants [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 0 | 0 | |
Share price (in dollars per share) | $ 11.5 | ||
Class A Common Stock [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||
Public Warrants [Abstract] | |||
Number of trading days | 20 days | ||
Trading day threshold period | 30 days | ||
Class A Common Stock [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Public Warrants [Abstract] | |||
Number of trading days | 20 days | ||
Trading day threshold period | 30 days | ||
Class A Common Stock [Member] | Public Warrants [Member] | |||
Public Warrants [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 3 Months Ended | |
Nov. 01, 2021 | Mar. 31, 2023 | |
Private Placement Warrants [Abstract] | ||
Number of trading days | 10 days | |
Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 11,200,000 | |
Share price (in dollars per share) | $ 1 | |
Gross proceeds from private placement | $ 11,200,000 | |
Number of trading days | 30 days | |
Percentage of redemption of public shares | 100% | |
Period of redemption of public shares from the closing of IPO | 18 months | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 11,200,000 | |
Share price (in dollars per share) | $ 1 | |
Gross proceeds from private placement | $ 11,200,000 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Founder Shares [Abstract] | |
Stock conversion basis at time of business combination | 1 |
Founder Shares [Member] | Class A Common Stock [Member] | Minimum [Member] | |
Founder Shares [Abstract] | |
Period after initial Business Combination | 150 days |
Sponsor [Member] | Founder Shares [Member] | Class A Common Stock [Member] | |
Founder Shares [Abstract] | |
Threshold trading days | 20 days |
Threshold consecutive trading days | 30 days |
Sponsor [Member] | Founder Shares [Member] | Class A Common Stock [Member] | Minimum [Member] | |
Founder Shares [Abstract] | |
Share price (in dollars per share) | $ / shares | $ 12 |
Sponsor [Member] | Founder Shares [Member] | Class B Common Stock [Member] | |
Founder Shares [Abstract] | |
Proceeds from issuance of ordinary share | $ | $ 25,000 |
Shares issued (in shares) | shares | 5,750,000 |
Stock conversion basis at time of business combination | 1 |
Holding period for transfer, assignment or sale of Founder Shares | 1 year |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Related Party Loans [Abstract] | ||
Maximum amount of convertible loans | $ 1,500,000 | |
Conversion price (in dollars per share) | $ 1 | |
Working capital loans outstanding | $ 0 | $ 0 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Support Agreement (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |||
Due to Sponsor | $ 150,000 | $ 120,000 | |
Administrative Support Agreement [Member] | |||
Related Party Transactions [Abstract] | |||
Monthly related party fee | 10,000 | ||
Administrative support fees | 30,000 | $ 30,000 | |
Due to Sponsor | $ 150,000 | $ 120,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) Demand $ / shares | |
Underwriting Agreement [Abstract] | |
Deferred underwriting fee per unit (in dollars per share) | $ / shares | $ 0.376 |
Deferred underwriting fees | $ 8,650,000 |
Marketing Fee Agreement [Abstract] | |
Advisory fee | 150,000 |
Minimum [Member] | |
Marketing Fee Agreement [Abstract] | |
Payment to advisors upon close | $ 2,000,000 |
Maximum [Member] | |
Registration and Stockholder Rights [Abstract] | |
Number of demands eligible security holder can make | Demand | 3 |
Marketing Fee Agreement [Abstract] | |
Payment to advisors upon close | $ 6,000,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Liabilities [Abstract] | ||
Warrant liability | $ 1,135,000 | $ 1,135,000 |
Recurring [Member] | Level 1 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 239,572,457 | 237,038,010 |
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 575,000 | 575,000 |
Recurring [Member] | Level 1 [Member] | Private Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Recurring [Member] | Level 2 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Recurring [Member] | Level 2 [Member] | Private Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Recurring [Member] | Level 3 [Member] | ||
Assets [Abstract] | ||
Investments held in Trust Account | 0 | 0 |
Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | 0 | 0 |
Recurring [Member] | Level 3 [Member] | Private Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrant liability | $ 560,000 | $ 560,000 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements, Key Inputs for Private Placement Warrants and Public Warrants at Initial Measurement (Details) | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Term | 5 years | |
Warrant [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Term | 7 months 2 days | 3 months |
Warrant [Member] | Risk-Free Interest Rate [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0.0355 | 0.0395 |
Warrant [Member] | Common Stock Price [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 10.4 | 10.18 |
Warrant [Member] | Dividend Yield [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0 | 0 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements, Changes in Fair Value of Warrant Liabilities (Details) - Level 3 [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | |
Fair value, beginning of period | $ 560,000 |
Change in fair value | 0 |
Fair value, end of period | $ 560,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | 3 Months Ended | ||
Mar. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 01, 2021 shares | |
Stockholders' Equity [Abstract] | |||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | |
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preference shares, shares issued (in shares) | 0 | 0 | |
Preference shares, shares outstanding (in shares) | 0 | 0 | |
Stock conversion basis of Class B to Class A Ordinary shares at time of initial Business Combination | 1 | ||
As-converted percentage for Class A ordinary shares after conversion of Class B shares | 20% | ||
Class A Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | ||
Ordinary shares, shares issued (in shares) | 0 | 0 | |
Ordinary shares, shares outstanding (in shares) | 0 | 0 | |
Common stock subject to possible redemption (in shares) | 23,000,000 | 23,000,000 | 23,000,000 |
Class B Common Stock [Member] | |||
Stockholders' Equity [Abstract] | |||
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of votes per share | Vote | 1 | ||
Ordinary shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Ordinary shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |
Class B Common Stock [Member] | Sponsor [Member] | Founder Shares [Member] | |||
Stockholders' Equity [Abstract] | |||
Stock conversion basis of Class B to Class A Ordinary shares at time of initial Business Combination | 1 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 25, 2023 USD ($) Extension $ / shares shares | May 09, 2023 USD ($) $ / shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 01, 2021 shares |
Class A Common Stock [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Redemption limitation amendment proposal (in shares) | shares | 23,000,000 | 23,000,000 | 23,000,000 | ||
Redemption price (in dollars per share) | $ / shares | $ 10.39 | $ 10.31 | |||
Subsequent Event [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Period of extension to consummate business combination | 1 month | ||||
Period of advance notice to consummate initial business combination | 5 days | ||||
Period of additional charter extension date | 12 months | ||||
Redemption limitation amendment proposal amount | $ 5,000,000 | ||||
Number of business days | 5 days | ||||
Lenders contribution deposited in trust account | $ 162,500 | ||||
Lenders contribution deposited in trust account (in dollars per share) | $ / shares | $ 0.0325 | ||||
Warrants price (in dollars per share) | $ / shares | $ 1 | ||||
Subsequent Event [Member] | Sponsor [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Principal amount | $ 487,500 | ||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Redemption limitation amendment proposal (in shares) | shares | 17,297,209 | ||||
Common stock subject to possible redemption (in dollars per share) | $ / shares | $ 0.0001 | ||||
Redemption price (in dollars per share) | $ / shares | $ 10.4 | ||||
Aggregate redemption amount | $ 179,860,588 | ||||
Excise tax | $ 1,798,606 | ||||
Subsequent Event [Member] | Maximum [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Number of extensions to extend time to consummate a business combination | Extension | 9 | ||||
Subsequent Event [Member] | Maximum [Member] | Promissory Note [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Principal amount | $ 1,500,000 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Extension of Combination Period [Abstract] | |||||
Lenders contribution deposited in trust account | $ 487,500 | ||||
Lenders contribution deposited in trust account (in dollars per share) | $ / shares | $ 0.0975 |