Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | DMY TECHNOLOGY GROUP, INC. VI | |
Entity Central Index Key | 0001858327 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40864 | |
Entity Tax Identification Number | 86-3312690 | |
Entity Address, Address Line One | 1180 North Town Center Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89144 | |
City Area Code | 702 | |
Local Phone Number | 781-4313 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Capital Units [Member] | ||
Entity Information [Line Items] | ||
Trading Symbol | DMYS.U | |
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one redeemable warrant | |
Security Exchange Name | NYSE | |
Common Class A [Member] | ||
Entity Information [Line Items] | ||
Trading Symbol | DMYS | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 24,150,000 | |
Warrant [Member] | ||
Entity Information [Line Items] | ||
Trading Symbol | DMYS WS | |
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Security Exchange Name | NYSE | |
Common Class B [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,037,500 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 26,191 | $ 646,608 |
Prepaid expenses | 282,753 | 551,731 |
Total current assets | 308,944 | 1,198,339 |
Investments held in Trust Account | 242,947,661 | 241,515,226 |
Total Assets | 243,256,605 | 242,713,565 |
Current liabilities: | ||
Accounts payable | 641,734 | 129,982 |
Accounts payable - related party | 136,598 | 3,106 |
Accrued expenses | 144,215 | 189,477 |
Convertible working capital loans - related party | 144,982 | |
Franchise tax payable | 150,050 | 55,001 |
Income tax payable | 266,841 | |
Total current liabilities | 1,484,420 | 377,566 |
Derivative warrant liabilities | 9,074,400 | 25,159,500 |
Deferred underwriting commissions | 8,452,500 | 8,452,500 |
Total Liabilities | 19,011,320 | 33,989,566 |
Commitments and Contingencies | ||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; 24,150,000 shares subject to possible redemption at $10.04 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively | 242,430,770 | 241,500,000 |
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 | (18,186,089) | (32,776,605) |
Total stockholders' deficit | (18,185,485) | (32,776,001) |
Total Liabilities, Class A common stock subject to possible redemption and Stockholders' Deficit | 243,256,605 | 242,713,565 |
Common Class B [Member] | ||
Stockholders' Deficit: | ||
Common stock, value | $ 604 | $ 604 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Temporary Equity, Shares Outstanding | 24,150,000 | 24,150,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Shares Outstanding | 24,150,000 | 24,150,000 |
Temporary equity redemption price per share | $ 10.04 | $ 10 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, shares issued | 24,150,000 | 24,150,000 |
Common stock, shares outstanding | 24,150,000 | 24,150,000 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 6,037,500 | 6,037,500 |
Common stock, shares outstanding | 6,037,500 | 6,037,500 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
General and administrative expenses | $ 329,209 | $ 3,526 | $ 10,996 | $ 1,574,961 |
Franchise tax expenses | 50,000 | 89,946 | 91,886 | 149,488 |
Loss from operations | (379,209) | (93,472) | (102,882) | (1,724,449) |
Other income: | ||||
Change in fair value of derivative liabilities - warrants | (2,268,600) | 16,085,100 | ||
Change in fair value of derivative liabilities - working capital loan option | (4,562) | (4,562) | ||
Interest expense | (420) | (420) | ||
Interest income on operating account | 3 | 23 | ||
Interest income from investments held in Trust Account | 1,010,678 | 1,432,435 | ||
Total other income | (1,262,901) | 17,512,576 | ||
Net income (loss) before income taxes | (1,642,110) | (93,472) | (102,882) | 15,788,127 |
Income tax expense | 202,045 | 266,841 | ||
Net income (loss) | (1,844,155) | (93,472) | (102,882) | 15,521,286 |
Class A Shares [Member] | ||||
Other income: | ||||
Net income (loss) | $ (1,475,324) | $ 0 | 0 | $ 12,417,029 |
Weighted average shares outstanding, basic | 24,150,000 | 0 | 24,150,000 | |
Weighted average shares outstanding, diluted | 24,150,000 | 0 | 24,150,000 | |
Basic net income (loss) per share | $ (0.06) | $ 0 | $ 0.51 | |
Diluted net income (loss) per share | $ (0.06) | $ 0 | $ 0.51 | |
Class B Shares [Member] | ||||
Other income: | ||||
Net income (loss) | $ (368,831) | $ (93,472) | $ (102,882) | $ 3,104,257 |
Weighted average shares outstanding, basic | 6,037,500 | 5,250,000 | 5,250,000 | 6,037,500 |
Weighted average shares outstanding, diluted | 6,037,500 | 5,250,000 | 5,250,000 | 6,037,500 |
Basic net income (loss) per share | $ (0.06) | $ (0.02) | $ (0.02) | $ 0.51 |
Diluted net income (loss) per share | $ (0.06) | $ (0.02) | $ (0.02) | $ 0.51 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Class B Shares [Member] | Class B Shares [Member] Common Stock [Member] |
Balance at Apr. 15, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance (in shares) at Apr. 15, 2021 | 0 | ||||
Issuance of Class B common stock to Sponsor | 25,000 | 24,396 | $ 604 | ||
Issuance of Class B common stock to Sponsor (share) | 6,037,500 | ||||
Net income (loss) | (9,410) | (9,410) | |||
Balance at Jun. 30, 2021 | 15,590 | 24,396 | (9,410) | $ 604 | |
Balance (in shares) at Jun. 30, 2021 | 6,037,500 | ||||
Balance at Apr. 15, 2021 | 0 | 0 | 0 | $ 0 | |
Balance (in shares) at Apr. 15, 2021 | 0 | ||||
Net income (loss) | (102,882) | $ (102,882) | |||
Balance at Sep. 30, 2021 | (77,882) | 24,396 | (102,882) | $ 604 | |
Balance (in shares) at Sep. 30, 2021 | 6,037,500 | ||||
Balance at Apr. 15, 2021 | 0 | 0 | 0 | $ 0 | |
Balance (in shares) at Apr. 15, 2021 | 0 | ||||
Accretion of Class A common stock subject to possible redemption amount | (20,962,297) | ||||
Balance at Dec. 31, 2021 | (32,776,001) | 0 | (32,776,605) | $ 604 | |
Balance (in shares) at Dec. 31, 2021 | 6,037,500 | ||||
Balance at Jun. 30, 2021 | 15,590 | 24,396 | (9,410) | $ 604 | |
Balance (in shares) at Jun. 30, 2021 | 6,037,500 | ||||
Net income (loss) | (93,472) | (93,472) | (93,472) | ||
Balance at Sep. 30, 2021 | (77,882) | 24,396 | (102,882) | $ 604 | |
Balance (in shares) at Sep. 30, 2021 | 6,037,500 | ||||
Balance at Dec. 31, 2021 | (32,776,001) | 0 | (32,776,605) | $ 604 | |
Balance (in shares) at Dec. 31, 2021 | 6,037,500 | ||||
Net income (loss) | 11,115,356 | 11,115,356 | |||
Balance at Mar. 31, 2022 | (21,660,645) | (21,661,249) | $ 604 | ||
Balance (in shares) at Mar. 31, 2022 | 6,037,500 | ||||
Balance at Dec. 31, 2021 | (32,776,001) | 0 | (32,776,605) | $ 604 | |
Balance (in shares) at Dec. 31, 2021 | 6,037,500 | ||||
Net income (loss) | 15,521,286 | 3,104,257 | |||
Balance at Sep. 30, 2022 | (18,185,485) | 0 | (18,186,089) | $ 604 | |
Balance (in shares) at Sep. 30, 2022 | 6,037,500 | ||||
Balance at Mar. 31, 2022 | (21,660,645) | (21,661,249) | $ 604 | ||
Balance (in shares) at Mar. 31, 2022 | 6,037,500 | ||||
Accretion of Class A common stock subject to possible redemption amount | (172,137) | (172,137) | |||
Net income (loss) | 6,250,085 | 6,250,085 | |||
Balance at Jun. 30, 2022 | (15,582,697) | (15,583,301) | $ 604 | ||
Balance (in shares) at Jun. 30, 2022 | 6,037,500 | ||||
Accretion of Class A common stock subject to possible redemption amount | (758,633) | (758,633) | |||
Net income (loss) | (1,844,155) | (1,844,155) | $ (368,831) | ||
Balance at Sep. 30, 2022 | $ (18,185,485) | $ 0 | $ (18,186,089) | $ 604 | |
Balance (in shares) at Sep. 30, 2022 | 6,037,500 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) - Common Class B [Member] - shares | Oct. 05, 2021 | Sep. 24, 2021 |
Share subject to forfeiture | 787,500 | |
Common stock surrender shares | 2,156,250 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 6 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (102,882) | $ 15,521,286 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest expense | 420 | |
Change in fair value of derivative liabilities - embedded derivative | 4,562 | |
Change in fair value of derivative liabilities - warrants | (16,085,100) | |
Interest income from investments held in Trust Account | (1,432,435) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 268,978 | |
Accounts payable | 7,469 | 511,752 |
Accounts payable - related party | 133,492 | |
Accrued expenses | (45,262) | |
Franchise tax payable | 91,886 | 95,049 |
Income tax payable | 266,841 | |
Net cash used in operating activities | (3,527) | (760,417) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from convertible working capital loan | 140,000 | |
Net cash provided by financing activities | 25,000 | 140,000 |
Net change in cash | 21,473 | (620,417) |
Cash—beginning of the period | 646,608 | |
Cash—end of the period | 21,473 | $ 26,191 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accounts payable | 290,781 | |
Offering costs included in accrued expenses | 63,250 | |
Offering costs paid by related party under promissory note | $ 74,991 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern Consideration | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations and Going Concern Consideration | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN CONSIDERATION dMY Technology Group, Inc. VI (previously known as TdMY Technology Group, Inc.) (the “Company”) is a blank check company incorporated in Delaware on April 16, 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 emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from April 16, 2021 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), and, since the closing of the Initial Public Offering, the search for and efforts toward completing an 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 generates non-operating interest income The Company’s sponsor is dMY Sponsor VI, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 30, 2021. On October 5, 2021, the Company consummated its Initial Public Offering of 24,150,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 3,150,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $241.5 million, and incurring offering costs of approximately $14.0 million, of which approximately $8.5 million and approximately $440,000 was for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,830,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $6.8 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $241.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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. The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share plus pro rata interest earned in Trust Account). The per-share amount to be The Company’s amended and restated certificate of incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, The Company will have 18 months from the closing of the Initial Public Offering to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate its initial Business Combination within 18 months, the Company may, but is not obligated to, extend the period of time to consummate a Business Combination once by an additional three months (for a total of 21 months to complete an initial Business Combination), provided that the only way to extend the time available for the Company to consummate its initial Business Combination is for the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the deadline, to deposit into the Trust Account an amount of $0.10 per share of Class A common stock, or approximately $2.4 million in the aggregate, on or prior to the date of the applicable deadline. Any such payments would be made in the form of a loan. Public Stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or April 5, 2023, or 21 months from the closing of the Initial Public Offering, or July 5, 2023, if extended (the “Combination Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest (net of amounts withdrawn to fund working capital requirements, and/or to pay for the Company’s taxes (“permitted withdrawals”) and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 ($10.10 per Public Share if the Company elects to extend the time to consummate a Business Combination). In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of September 30, 2022, the Company had approximately $26,000 in cash, approximately $1.4 million of interest income available in the Trust Account to pay for taxes and a working capital deficit of approximately $1.2 million (including tax obligations of approximately $417,000 that may be paid using investment income earned in Trust Account). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 4) and a loan under the Note (as defined in Note 4) in the amount of approximately $75,000. The Company fully repaid the Note balance on October 4, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company funds as needed under Working Capital Loans (see Note 4). The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. As of September 30, 2022 and December 31, 2021, the Company borrowed $140,000 and $0 under the Working Capital Loans, respectively. In October 2022, the Company borrowed an additional amount of $75,000, for an aggregate of $215,000 outstanding under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any private investment in public equity (PIPE) financing or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | NOTE 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information, Article 8 and Article 10 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the Form 10-K for the Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed classified as non-current liabilities as their The warrants issued in connection with its Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance Privat Working Capital Loan Option In July 2022, certain of the Company’s officers loaned the Company an aggregate of $140,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, the outstanding principle may be converted into that number of warrants equal to the outstanding principle of the note divided by $1.00. The option (“Working Capital Loan Option”) to convert the Working Capital Loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in the Company’s condensed statements of operations each reporting period until the loan is repaid or converted. As of September 30, 2022, the fair value of the Working Capital Loan Option was approximately $6,000 (see Note 9). Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred, presented as non-operating expenses in the non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 24,150,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the accompanying condensed balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2022 and December 31, 2021, the Company had deferred tax assets of approximately $344,000 and $87,000, respectively, which are presented net of a full valuation allowance. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income by the weighted average number of common stock outstanding for the respective period. The Company has not considered the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 18,905,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Three Months Ended For the Nine Months Ended September 30, 2022 (unaudited) September 30, 2022 (unaudited) Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ (1,475,324 ) $ (368,831 ) $ 12,417,029 $ 3,104,257 Denominator: Basic and diluted weighted average common shares outstanding 24,150,000 6,037,500 24,150,000 6,037,500 Basic and diluted net income (loss) per common share $ (0.06 ) $ (0.06 ) $ 0.51 $ 0.51 For the period from For the Three Months Ended April 16, 2021 (inception) September 30, 2021 (unaudited) through September 30, 2021 (unaudited) Class A Class B Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ — $ (93,472 ) $ — $ (102,882 ) Denominator: Basic and diluted weighted average common shares outstanding — 5,250,000 — 5,250,000 Basic and diluted net loss per common share $ — $ (0.02 ) $ — $ (0.02 ) Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On October 5, 2021, the Company consummated its Initial Public Offering of 24,150,000 Units, including 3,150,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $241.5 million, and incurring offering costs of approximately $14.0 million, of which approximately $8.5 million and approximately $440,000 was for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. Each Unit consists of one share of Class A common stock, and one-half of one redeemable |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4. RELATED PARTY TRANSACTIONS Founder shares On April 27, 2021, the Sponsor purchased 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate purchase price of $25,000. Shares and the associated amounts have been retroactively restated to reflect: (i) the surrender of 2,156,250 shares of Class B common stock for no consideration on September 24, 2021; and (ii) the 1:1.2 stock split on October 4, 2021, resulting in an aggregate of 6,037,500 shares of Class B common stock outstanding. The Initial Stockholders agreed to forfeit up to 787,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on October 5, 2021; thus, these 787,500 Founder Shares were no longer subject to forfeiture. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 6,830,000 warrants Private Placement Warrants, at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $6.8 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable for The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On April 16, 2021, the Sponsor agreed to loan the Company an aggregate of up to $200,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. In July 2022, certain of the Company’s officers loaned the Company an aggregate of $140,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, the outstanding principle may be converted into that number of warrants equal to the outstanding principle of the note divided by $1.00. Upon funding of the loan, the Company recognized the initial fair value of the Working Capital Loan Option of approximately $1,400 as a debt discount, which is classified as a component of the Working Capital Loan and amortized to interest expense over the expected term of the loan. For the three and nine months ended September 30, 2022, the Company amortized approximately $420 of the debt discount, classified as interest expense in the accompanying condensed statements of operations in both periods. As of September 30, 2022, the Company had $140,000 borrowings outstanding under the Working Capital Loans. A reconciliation of the carrying value and the principal value, as of September 30, 2022, follows: September 30, 2022 Principal value of convertible working capital loan $ 140,000 Fair value of embedded derivative - working capital loan 5,968 Debt discount (986 ) Carrying value of convertible working capital loan - related party $ 144,982 In October 2022, the Company borrowed an additional amount of $75,000 from certain of its officers, for an aggregate of $215,000 outstanding under the Working Capital Loans. Administrative Services Agreement On October 5, 2021, the Company entered into an agreement with the Sponsor, pursuant to which it agreed to pay the Sponsor $10,000 per month for office space, administrative and support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company recorded $30,000 and $90,000 in connection with such fees during the three and nine months ended September 30, 2022, respectively, in the accompanying condensed statements of operations. The Company prepaid such fees in full and as of September 30, 2022 and December 31, 2021, the Company had an unused balance of $60,000 and $150,000 in prepaid expenses recorded in the accompanying condensed balance sheets, respectively. The Sponsor, its executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants), or warrants that may be issued upon conversion of the Working Capital Loans and loan made to extend our time period of consummating an initial Business Combination, are entitled to registration rights pursuant to a registration and stockholder rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or approximately $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per unit, or approximately $8.5 million in the aggregate will be payable to certain of the underwriters for deferred underwriting commissions. The deferred fee will become payable to certain of the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
Warrants | NOTE 6. WARRANTS As of September 30, 2022 and December 31, 2021, the Company has 12,075,000 and 6,830,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long as Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 • in whole and not in part; • at a price of $ 0.01 • upon a minimum of 30 to as the 30-day • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; and • if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | NOTE 7. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2022 and December 31, 2021, there were 24,150,000 shares of Class A common stock outstanding, which were all subject to possible redemption and classified outside of permanent equity in the accompanying condensed balance sheets. As of September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds $ 241,500,000 Less: Fair value of Public Warrants at issuance (7,365,750 ) Class A shares issuance costs (13,596,547 ) Plus: Accretion of carrying value to redemption value 20,962,297 Class A common stock subject to possible redemption - December 31, 2021 $ 241,500,000 Plus: Increase in redemption value of Class A ordinary shares subject to redemption 930,770 Class A common stock subject to possible redemption - September 30, 2022 $ 242,430,770 |
Stockholder's Deficit
Stockholder's Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholder's Deficit | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class B common stock will have the right to elect all of the Company’s directors prior to the consummation of the initial Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of Class B common stock and holders of Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to aggregate, on an as-converted basis, 20% of the a less than one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 242,947,661 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 5,796,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 3,278,400 Derivative liabilities - working capital loan option $ — $ — $ 5,968 December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 241,515,226 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 15,939,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 9,220,500 (1) Includes $646 and $123 of cash balance held within the Trust Account at September 30, 2022 and December 31, 2021, respectively. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in November 2021, when the Public Warrants were separately listed and traded. Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The fair value of the Public Warrants and Private Placement Warrants were initially estimated using Black-Scholes option pricing model and Monte-Carlo simulation method. Beginning in November 2021, the fair value of Public Warrants has been measured based on the listed market price of such Public Warrants. The Private Placement Warrants were measured at fair value using a Black Scholes model at September 30, 2022 and December 31, 2021. The Company’s Working Capital Loan Option is valued using a probability-weighted Black Scholes option pricing model. For the three and nine months ended September 30, 2022, the Company recognized a change to the statements of operations resulting from a decrease in the fair value of liabilities of approximately $2.3 million and $16.1 million, respectively, presented in the accompanying statements of operations. The estimated fair value of the Private Placement Warrants and Working Capital Loan Option is determined using Level 3 inputs. Inherent in a Monte Carlo simulation or Black Scholes option pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility for its warrants based on the implied volatilities from traded warrants of select peer companies that matches the expected term of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Private Warrants As of September 30, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.96 $ 9.82 Volatility 5.20 % 19.1 % Expected life (years) 5.50 5.25 Risk-free rate 3.96 % 1.27 % Dividend yield 0.0 % 0.0 % Working Capital Loan Option As of September 30, 2022 Initial issuance Strike price of debt conversion $ 1.00 $ 1.00 Volatility 42.8 % 53.4 % Expected life (years) 0.50 0.72 Risk-free rate 3.84 % 2.83 % Dividend yield 0.0 % 0.0 % The change in the level 3 fair value of the derivative warrant liabilities for the three and nine months ended September 30, 2022 is summarized as follows: Balance as of December 31, 2021 - Level 3 $ 9,220,500 Change in fair value of derivative warrant liabilities - Private Warrants (4,507,800 ) Balance as of March 31, 2022 (unaudited) - Level 3 4,712,700 Change in fair value of derivative warrant liabilities - Private Warrants (2,253,900 ) Balance as of June 30, 2022 (unaudited) - Level 3 2,458,800 Change in fair value of derivative warrant liabilities - Private Warrants 819,600 Balance as of September 30, 2022 (unaudited) - Level 3 $ 3,278,400 The change in the fair value of the Working Capital Loan Option measured with Level 3 inputs for the three and nine months ended September 30, 2022 is summarized as follows: Balance as of December 31, 2021 $ — Initial fair value of the Working Capital Loan Option in July 2022 1,406 Change in fair value of the Working Capital Loan Option 4,562 Balance as of September 30, 2022 5,968 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the unaudited condensed financial statements, except as noted below. In October 2022, the Company’s officers provided an aggregate of $75,000 of Working Capital Loans to the Company. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information, Article 8 and Article 10 of Regulation S-X. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the Form 10-K for the |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenue and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
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 Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed classified as non-current liabilities as their The warrants issued in connection with its Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are derivative warrant liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance Privat |
Working Capital Loan Option | Working Capital Loan Option In July 2022, certain of the Company’s officers loaned the Company an aggregate of $140,000 to be used for a portion of the expenses of the Company. At the option of the Sponsor, the outstanding principle may be converted into that number of warrants equal to the outstanding principle of the note divided by $1.00. The option (“Working Capital Loan Option”) to convert the Working Capital Loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be recognized at fair value with subsequent changes in fair value recognized in the Company’s condensed statements of operations each reporting period until the loan is repaid or converted. As of September 30, 2022, the fair value of the Working Capital Loan Option was approximately $6,000 (see Note 9). |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred, presented as non-operating expenses in the non-current |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Shares of Class A common stock of the Company feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 24,150,000 shares of Class A common stock subject to possible redemption were presented as temporary equity, outside of the stockholders’ deficit section of the accompanying condensed balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of the reporting period. This method would view the end of the reporting period as if it were also the redemption date of the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2022 and December 31, 2021, the Company had deferred tax assets of approximately $344,000 and $87,000, respectively, which are presented net of a full valuation allowance. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per share of common stock is calculated by dividing the net income by the weighted average number of common stock outstanding for the respective period. The Company has not considered the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 18,905,000 shares in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Three Months Ended For the Nine Months Ended September 30, 2022 (unaudited) September 30, 2022 (unaudited) Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ (1,475,324 ) $ (368,831 ) $ 12,417,029 $ 3,104,257 Denominator: Basic and diluted weighted average common shares outstanding 24,150,000 6,037,500 24,150,000 6,037,500 Basic and diluted net income (loss) per common share $ (0.06 ) $ (0.06 ) $ 0.51 $ 0.51 For the period from For the Three Months Ended April 16, 2021 (inception) September 30, 2021 (unaudited) through September 30, 2021 (unaudited) Class A Class B Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ — $ (93,472 ) $ — $ (102,882 ) Denominator: Basic and diluted weighted average common shares outstanding — 5,250,000 — 5,250,000 Basic and diluted net loss per common share $ — $ (0.02 ) $ — $ (0.02 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of earnings per share, basic and diluted | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share of common stock for each class of common stock: For the Three Months Ended For the Nine Months Ended September 30, 2022 (unaudited) September 30, 2022 (unaudited) Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ (1,475,324 ) $ (368,831 ) $ 12,417,029 $ 3,104,257 Denominator: Basic and diluted weighted average common shares outstanding 24,150,000 6,037,500 24,150,000 6,037,500 Basic and diluted net income (loss) per common share $ (0.06 ) $ (0.06 ) $ 0.51 $ 0.51 For the period from For the Three Months Ended April 16, 2021 (inception) September 30, 2021 (unaudited) through September 30, 2021 (unaudited) Class A Class B Class A Class B Basic and diluted net loss per common share: Numerator: Allocation of net loss $ — $ (93,472 ) $ — $ (102,882 ) Denominator: Basic and diluted weighted average common shares outstanding — 5,250,000 — 5,250,000 Basic and diluted net loss per common share $ — $ (0.02 ) $ — $ (0.02 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Summary of Reconciliation of Carrying Value and Principal Value of Working Capital Loan | A reconciliation of the carrying value and the principal value, as of September 30, 2022, follows: September 30, 2022 Principal value of convertible working capital loan $ 140,000 Fair value of embedded derivative - working capital loan 5,968 Debt discount (986 ) Carrying value of convertible working capital loan - related party $ 144,982 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Reconciliation of Class A Common Stock Subject to Possible Redemption | As of September 30, 2022 and December 31, 2021, the Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table: Gross proceeds $ 241,500,000 Less: Fair value of Public Warrants at issuance (7,365,750 ) Class A shares issuance costs (13,596,547 ) Plus: Accretion of carrying value to redemption value 20,962,297 Class A common stock subject to possible redemption - December 31, 2021 $ 241,500,000 Plus: Increase in redemption value of Class A ordinary shares subject to redemption 930,770 Class A common stock subject to possible redemption - September 30, 2022 $ 242,430,770 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Line Items] | |
Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 242,947,661 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 5,796,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 3,278,400 Derivative liabilities - working capital loan option $ — $ — $ 5,968 December 31, 2021 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 241,515,226 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 15,939,000 $ — $ — Derivative warrant liabilities - Private Warrants $ — $ — $ 9,220,500 |
Summary of Simulation Model for the Private Placement Warrants and Public Warrants | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: Private Warrants As of September 30, 2022 As of December 31, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 9.96 $ 9.82 Volatility 5.20 % 19.1 % Expected life (years) 5.50 5.25 Risk-free rate 3.96 % 1.27 % Dividend yield 0.0 % 0.0 % |
Summary of Changes in the Fair Value 0f the Company's Level 3 Financial Instruments that are Measured at Fair Value | The change in the level 3 fair value of the derivative warrant liabilities for the three and nine months ended September 30, 2022 is summarized as follows: Balance as of December 31, 2021 - Level 3 $ 9,220,500 Change in fair value of derivative warrant liabilities - Private Warrants (4,507,800 ) Balance as of March 31, 2022 (unaudited) - Level 3 4,712,700 Change in fair value of derivative warrant liabilities - Private Warrants (2,253,900 ) Balance as of June 30, 2022 (unaudited) - Level 3 2,458,800 Change in fair value of derivative warrant liabilities - Private Warrants 819,600 Balance as of September 30, 2022 (unaudited) - Level 3 $ 3,278,400 |
Working Capital Loan Option [Member] | |
Fair Value Disclosures [Line Items] | |
Summary of Simulation Model for the Private Placement Warrants and Public Warrants | Working Capital Loan Option As of September 30, 2022 Initial issuance Strike price of debt conversion $ 1.00 $ 1.00 Volatility 42.8 % 53.4 % Expected life (years) 0.50 0.72 Risk-free rate 3.84 % 2.83 % Dividend yield 0.0 % 0.0 % |
Summary of Changes in the Fair Value 0f the Company's Level 3 Financial Instruments that are Measured at Fair Value | The change in the fair value of the Working Capital Loan Option measured with Level 3 inputs for the three and nine months ended September 30, 2022 is summarized as follows: Balance as of December 31, 2021 $ — Initial fair value of the Working Capital Loan Option in July 2022 1,406 Change in fair value of the Working Capital Loan Option 4,562 Balance as of September 30, 2022 5,968 |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern Consideration - Additional Information (Detail) - USD ($) | 4 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Oct. 05, 2021 | Oct. 04, 2021 | Apr. 27, 2021 | Nov. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Oct. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Initial Public Offering, price per unit | $ 11.5 | ||||||||
Cash | $ 26,191 | $ 646,608 | |||||||
Net Working Capital | $ 1,200,000 | ||||||||
Business Combination within in the Combination Period, possible per share value of residual assets remaining available for distribution | $ 10 | ||||||||
Business Combination required completion period after Initial Public Offering | 18 months | ||||||||
Minimum time limit to consummate business combination | 18 months | ||||||||
Maximum time limit to consummate business combination | 21 months | ||||||||
Additional amount per share to be deposited in the trust account | $ 0.1 | ||||||||
Additional amount to be received in the trust account In case of extension in the period to consummate business combination | $ 2,400,000 | ||||||||
Proceeds from the issuance of common stock | $ 25,000 | $ 25,000 | |||||||
Bank overdraft | 140,000 | $ 0 | |||||||
Investment Income, Interest | 1,400,000 | ||||||||
Income Taxes Payable | 417,000 | ||||||||
Maximum Loans Convertible Into Warrants | 1,500,000 | ||||||||
Working capital loans | $ 140,000 | $ 140,000 | |||||||
On Or After First January Two Thousand And Twenty Three [Member] | Inflation Reduction Act of 2022 [Member] | |||||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Percentage of excise tax on certain share repurchases | 1% | ||||||||
Working Capital Loans Warrant [Member] | |||||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Class of Warrant or Right Price of Warrants or Rights | $ 1 | $ 1 | |||||||
Subsequent Event [Member] | |||||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Bank overdraft | $ 75,000 | ||||||||
Working capital loans | $ 215,000 | ||||||||
Common Class A [Member] | |||||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Common stock, price per public share | $ 10 | ||||||||
Maximum [Member] | |||||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Business Combination, maximum amount of interest to pay dissolution expenses | $ 100,000 | ||||||||
Percentage of aggregate Public Shares restricted from redeem | 15% | ||||||||
Public Shares redeemable amount limit of net tangible assets | $ 5,000,001 | ||||||||
Trust Account [Member] | |||||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Initial Public Offering, price per unit | $ 10 | ||||||||
Initial Public Offering, gross proceeds | $ 241,500,000 | ||||||||
Private Placement [Member] | |||||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Initial Public Offering, units | 6,830,000 | ||||||||
Initial Public Offering, price per unit | $ 1 | ||||||||
Initial Public Offering, private placement gross proceeds | $ 6,800,000 | ||||||||
IPO [Member] | |||||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Initial Public Offering, units | 24,150,000 | ||||||||
Initial Public Offering, price per unit | $ 10 | ||||||||
Initial Public Offering, gross proceeds | $ 241,500,000 | ||||||||
Initial Public Offering, offering costs | 8,500,000 | ||||||||
Initial Public Offering, deferred underwriting commissions | 440,000 | ||||||||
IPO [Member] | Maximum [Member] | |||||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Initial Public Offering, offering costs | $ 14,000,000 | ||||||||
Over-Allotment Option [Member] | |||||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Initial Public Offering, units | 3,150,000 | ||||||||
Sponsor [Member] | Working Capital Loans Warrant [Member] | |||||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Class of Warrant or Right Price of Warrants or Rights | $ 1 | ||||||||
Borrowings Through Promissory Note [Member] | Sponsor [Member] | |||||||||
Organization Business And Basis Of Presentation [Line Items] | |||||||||
Repayment of loans from related parties | $ 75,000 | ||||||||
Proceeds from related party debt | $ 75,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | |||
Federal depository insurance coverage limit | $ 250,000 | ||
Cash equivalents | 0 | $ 0 | |
Unrecognized tax benefits accrued interest and penalties | $ 0 | $ 0 | |
InvestmentThresholdPeriod | 185 days | ||
Temporary Equity, Shares Outstanding | 24,150,000 | 24,150,000 | |
Deferred tax asset | $ 344,000 | $ 87,000 | |
Fair value of working capital loan option | 6,000 | ||
Working capital loans | $ 140,000 | $ 140,000 | |
Working Capital Loans Warrant [Member] | |||
Significant Accounting Policies [Line Items] | |||
Class of Warrant or Right Price of Warrants or Rights | $ 1 | $ 1 | |
Class A Shares [Member] | |||
Significant Accounting Policies [Line Items] | |||
Temporary Equity, Shares Outstanding | 24,150,000 | 24,150,000 | |
Class A Shares [Member] | Warrant [Member] | |||
Significant Accounting Policies [Line Items] | |||
Warrant To Purchase Common Stock Shares | 18,905,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of earnings per share, basic and diluted (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | |
Numerator: | |||||||
Allocation of net income (loss) | $ (1,844,155) | $ 6,250,085 | $ 11,115,356 | $ (93,472) | $ (9,410) | $ (102,882) | $ 15,521,286 |
Common Class A [Member] | |||||||
Numerator: | |||||||
Allocation of net income (loss) | $ (1,475,324) | $ 0 | 0 | $ 12,417,029 | |||
Denominator: | |||||||
Weighted average shares outstanding, basic | 24,150,000 | 0 | 24,150,000 | ||||
Weighted average shares outstanding, diluted | 24,150,000 | 0 | 24,150,000 | ||||
Basic net income per share | $ (0.06) | $ 0 | $ 0.51 | ||||
Diluted net income per share | $ (0.06) | $ 0 | $ 0.51 | ||||
Common Class B [Member] | |||||||
Numerator: | |||||||
Allocation of net income (loss) | $ (368,831) | $ (93,472) | $ (102,882) | $ 3,104,257 | |||
Denominator: | |||||||
Weighted average shares outstanding, basic | 6,037,500 | 5,250,000 | 5,250,000 | 6,037,500 | |||
Weighted average shares outstanding, diluted | 6,037,500 | 5,250,000 | 5,250,000 | 6,037,500 | |||
Basic net income per share | $ (0.06) | $ (0.02) | $ (0.02) | $ 0.51 | |||
Diluted net income per share | $ (0.06) | $ (0.02) | $ (0.02) | $ 0.51 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) | Oct. 05, 2021 USD ($) $ / shares shares |
Initial Public Offering [Line Items] | |
Initial Public Offering, price per unit | $ / shares | $ 11.5 |
IPO [Member] | |
Initial Public Offering [Line Items] | |
Initial Public Offering, units | shares | 24,150,000 |
Initial Public Offering, price per unit | $ / shares | $ 10 |
Initial Public Offering, gross proceeds | $ 241,500,000 |
Initial Public Offering, offering costs | 8,500,000 |
Initial Public Offering, deferred underwriting commissions | 440,000 |
IPO [Member] | Maximum [Member] | |
Initial Public Offering [Line Items] | |
Initial Public Offering, offering costs | $ 14,000,000 |
Over-Allotment Option [Member] | |
Initial Public Offering [Line Items] | |
Initial Public Offering, units | shares | 3,150,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of Reconciliation of Carrying Value and Principal Value of Working Capital Loan (Detail) - USD ($) | Sep. 30, 2022 | Jul. 31, 2022 |
Schedule Of Reconciliation Of Carrying Value And Principal Value Of Working Capital Loan [Line Items] | ||
Principal value of convertible working capital loan | $ 140,000 | $ 140,000 |
Carrying value of convertible working capital loan - related party | 144,982 | |
Working Capital Loan Option [Member] | ||
Schedule Of Reconciliation Of Carrying Value And Principal Value Of Working Capital Loan [Line Items] | ||
Fair value of embedded derivative - working capital loan | 5,968 | |
Debt discount | $ (986) | $ (1,400) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
Oct. 05, 2021 USD ($) $ / shares shares | Oct. 04, 2021 shares | Sep. 24, 2021 shares | Apr. 27, 2021 USD ($) $ / shares shares | Apr. 16, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) $ / shares | |
Related Party Transaction [Line Items] | |||||||||||
Initial Public Offering, price per unit | $ / shares | $ 11.5 | ||||||||||
Closing Share Threshold Price | $ / shares | $ 12 | $ 12 | |||||||||
Proceeds from the issuance of common stock | $ 25,000 | $ 25,000 | |||||||||
Maximum Loans Convertible Into Warrants | $ 1,500,000 | $ 1,500,000 | |||||||||
Working capital loans | 140,000 | 140,000 | $ 140,000 | ||||||||
Bank overdraft | 140,000 | 140,000 | $ 0 | ||||||||
Working Capital Loan Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt Instrument, Unamortized Discount | 986 | 986 | $ 1,400 | ||||||||
Interest expense related to the amortization of the debt discount | 420 | 420 | |||||||||
Subsequent Event [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Working capital loans | $ 215,000 | ||||||||||
Bank overdraft | $ 75,000 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Initial Public Offering, units | shares | 3,150,000 | ||||||||||
Administrative Service Agreement [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, selling, general and administrative expenses from transactions with related party | 30,000 | 90,000 | |||||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 | ||||||||||
Related Party Transaction Prepaid Expenses From Transactions With Related Party | 60,000 | 150,000 | |||||||||
Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from notes payable to related party current | $ 200,000 | ||||||||||
Proceeds from Related Party Debt | $ 75,000 | ||||||||||
Notes payable to related party current | $ 0 | $ 0 | $ 0 | ||||||||
Private Placement Warrant [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Initial Public Offering, units | shares | 6,830,000 | ||||||||||
Initial Public Offering, price per unit | $ / shares | $ 1 | $ 1 | |||||||||
Initial Public Offering, gross proceeds | $ 6,800,000 | ||||||||||
Working Capital Loans Warrant [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of Warrant or Right Price of Warrants or Rights | $ / shares | 1 | $ 1 | $ 1 | ||||||||
Working Capital Loans Warrant [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Class of Warrant or Right Price of Warrants or Rights | $ / shares | 1 | 1 | |||||||||
Common Class A [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ / shares | 0.0001 | 0.0001 | $ 0.0001 | ||||||||
Warrants exercise price per share | $ / shares | $ 11.5 | $ 11.5 | |||||||||
Common stock, shares outstanding | shares | 24,150,000 | 24,150,000 | 24,150,000 | ||||||||
Common Class A [Member] | Private Placement Warrant [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants exercise price per share | $ / shares | $ 11.5 | $ 11.5 | |||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares outstanding | shares | 6,037,500 | 6,037,500 | 6,037,500 | 6,037,500 | |||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1.2 | ||||||||||
Common Class B [Member] | Founder Shares [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||
Initial stockholders agreed to forfeit | shares | 2,156,250 | 787,500 | |||||||||
Common stock, shares outstanding | shares | 6,037,500 | 6,037,500 | |||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 7,187,500 | ||||||||||
Proceeds from the issuance of common stock | $ 25,000 | ||||||||||
Common Class B [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of founder shares from related party | 20% | ||||||||||
Common stock that were subject to forfeiture | shares | 787,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Underwriting discount | $ / shares | $ 0.2 |
Underwriting discount aggregate amount | $ | $ 4.8 |
Additional fee per unit | $ / shares | $ 0.35 |
Deferred underwriting commissions in connection with the initial public offering | $ | $ 8.5 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Public Warrants will become exercisable | on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering | |
Public warrants expire date | upon a minimum of 30 days’ prior written notice of redemption | |
Warrant exercise price, description | at a price of $0.01 per warrant | |
Common Stock Price Equals To Or Exceeds Ten Dollars [Member] | ||
Warrant redemption trigger price subject to adjustment | $ 10 | |
Public Warrants [Member] | ||
Number of warrants or rights outstanding | 12,075,000 | |
Private Placement Warrant [Member] | ||
Number of warrants or rights outstanding | 6,830,000 | |
Common Class A [Member] | ||
Exercise price per warrant | $ 11.5 | |
Common Class A [Member] | Redemption Price One [Member] | ||
Number of days of notice to be given to warrant holders before redemption | 30 days | |
Redemption price of warrants per unit | $ 0.01 | |
Number of consecutive trading days for which the stock price is to be maintained | 20 days | |
Number of trading days | 30 days | |
Common Class A [Member] | Redemption Price Two [Member] | ||
Redemption price of warrants per unit | $ 0.1 | |
Number of consecutive trading days for which the stock price is to be maintained | 20 days | |
Number of trading days | 30 days | |
Common Class A [Member] | Maximum [Member] | ||
Issue price at closing of its initial business combination | $ 9.2 | |
Number of shares of common stock excercisable per warrant | 0.361 | |
Common Class A [Member] | Minimum [Member] | ||
Warrant exercise price, description | the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | |
The aggregate gross proceeds from such issuances | 60% | |
Common Class A [Member] | Minimum [Member] | Redemption Price One [Member] | ||
Share price | $ 18 | |
Common Class A [Member] | Minimum [Member] | Redemption Price Two [Member] | ||
Share price | 10 | |
Common Class A [Member] | Private Placement Warrant [Member] | ||
Exercise price per warrant | $ 11.5 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption - Summary of Reconciliation of Class A Common Stock Subject to Possible Redemption (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Gross proceeds | $ 241,500,000 | |||
Fair value of Public Warrants at issuance | (7,365,750) | |||
Class A shares issuance costs | (13,596,547) | |||
Accretion of carrying value to redemption value | $ 758,633 | $ 172,137 | 20,962,297 | |
Increase in redemption value of Class A ordinary shares subject to redemption | $ 930,770 | |||
Class A common stock subject to possible redemption | $ 242,430,770 | $ 242,430,770 | $ 241,500,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Temporary Equity, Shares Outstanding | 24,150,000 | 24,150,000 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Temporary Equity Shares, Authorized | 380,000,000 | |
Temporary Equity Par or Stated Value Per Share | $ 0.0001 | |
Temporary Equity, Voting Rights | one | |
Temporary Equity, Shares Outstanding | 24,150,000 | 24,150,000 |
Stockholder's Deficit - Additio
Stockholder's Deficit - Additional Information (Detail) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 05, 2021 | Oct. 04, 2021 |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Class A Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 380,000,000 | 380,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 24,150,000 | 24,150,000 | ||
Common stock, shares outstanding | 24,150,000 | 24,150,000 | ||
Class A Shares [Member] | Sponsor [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage of Common Stock on Conversion Basis | 20% | |||
Class B Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued | 6,037,500 | 6,037,500 | ||
Common stock, shares outstanding | 6,037,500 | 6,037,500 | 6,037,500 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Increase Decrease In Fair Value Of Liabilities | $ 2.3 | $ 16.1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - U.S. Treasury Securities | $ 242,947,661 | $ 241,515,226 |
Fair Value, Recurring [Member] | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - U.S. Treasury Securities | 242,947,661 | 241,515,226 |
Fair Value, Recurring [Member] | Quoted Prices in Active Markets (Level 1) | Working Capital Loan Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | |
Fair Value, Recurring [Member] | Quoted Prices in Active Markets (Level 1) | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 5,796,000 | 15,939,000 |
Fair Value, Recurring [Member] | Quoted Prices in Active Markets (Level 1) | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - U.S. Treasury Securities | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) | Working Capital Loan Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - U.S. Treasury Securities | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) | Working Capital Loan Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 5,968 | |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | $ 3,278,400 | $ 9,220,500 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 242,947,661 | $ 241,515,226 |
Cash [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 646 | $ 123 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Simulation Model for the Private Placement Warrants and Public Warrants (Detail) - Level 3 [Member] | Sep. 30, 2022 yr | Dec. 31, 2021 yr |
Exercise price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 |
Stock price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 9.96 | 9.82 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5.2 | 19.1 |
Volatility [Member] | Working Capital Loan Option [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Measurement Input | 42.8 | 53.4 |
Expected life [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 5.5 | 5.25 |
Expected life [Member] | Working Capital Loan Option [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Measurement Input | 0.5 | 0.72 |
Risk-free rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 3.96 | 1.27 |
Risk-free rate [Member] | Working Capital Loan Option [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Measurement Input | 3.84 | 2.83 |
Dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Dividend yield [Member] | Working Capital Loan Option [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Measurement Input | 0 | 0 |
Strike price of debt conversion [Member] | Working Capital Loan Option [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative Liability Measurement Input | 1 | 1 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Changes in the Fair Value 0f the Company's Level 3 Financial Instruments that are Measured at Fair Value (Detail) - Level 3 [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | $ 2,458,800 | $ 4,712,700 | $ 9,220,500 | $ 9,220,500 |
Change in fair value of derivative warrant liabilities - Private Warrants | 819,600 | (2,253,900) | (4,507,800) | |
Ending balance | 3,278,400 | $ 2,458,800 | 4,712,700 | 3,278,400 |
Working Capital Loan Option [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | $ 0 | 0 | ||
Issuance of Public Warrants and Private Placement Warrants | 1,406 | |||
Change in fair value of derivative warrant liabilities - Private Warrants | 4,562 | |||
Ending balance | $ 5,968 | $ 5,968 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Oct. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Bank overdraft | $ 140,000 | $ 0 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Bank overdraft | $ 75,000 |