Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 11, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | DA32 LIFE SCIENCE TECH ACQUISITION CORP. | |
Entity Central Index Key | 0001863294 | |
Entity File Number | 001-40676 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, City or Town | New York | |
Entity Tax Identification Number | 86-3352988 | |
Entity Address, Address Line One | 345 Park Avenue, 12th Floor | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10010 | |
City Area Code | 212 | |
Local Phone Number | 551-1600 | |
Title of 12(b) Security | Class A common stock, $0.0001 | |
Trading Symbol | DALS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,650,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,000,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 303,772 | $ 699,256 |
Prepaid expenses | 187,334 | 229,709 |
Total current assets | 491,106 | 928,965 |
Investments held in Trust Account | 204,493,113 | 202,926,696 |
Total Assets | 204,984,219 | 203,855,661 |
Current liabilities: | ||
Accounts payable | 0 | 1,326 |
Accrued expenses | 432,000 | 419,963 |
Franchise tax payable | 49,365 | 86,077 |
Income tax payable | 871,615 | 542,667 |
Total current liabilities | 1,352,980 | 1,050,033 |
Deferred underwriting commissions | 5,600,000 | 5,600,000 |
Total Liabilities | 6,952,980 | 6,650,033 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 20,000,000 shares issued and outstanding at approximately $10.16 and $10.10 per share at redemption as of March 31, 2023 and December 31, 2022, respectively | 203,139,934 | 201,941,463 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (5,109,260) | (4,736,400) |
Total stockholders' deficit | (5,108,695) | (4,735,835) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 204,984,219 | 203,855,661 |
Common Class A [Member] | ||
Stockholders' Deficit: | ||
Common stock, value | 65 | 65 |
Common Class B [Member] | ||
Stockholders' Deficit: | ||
Common stock, value | $ 500 | $ 500 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 20,000,000 | 20,000,000 |
Temporary Equity, Shares Issued | 20,000,000 | 20,000,000 |
Temporary equity redemption value per share | $ 10.16 | $ 10.1 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity par or stated value per share | $ 0.0001 | |
Temporary equity shares outstanding | 20,000,000 | 20,000,000 |
Temporary equity redemption value per share | $ 10 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 650,000 | 650,000 |
Common stock shares outstanding | 650,000 | 650,000 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 10,000,000 | 10,000,000 |
Common stock shares issued | 5,000,000 | 5,000,000 |
Common stock shares outstanding | 5,000,000 | 5,000,000 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
General and administrative expenses | $ 309,994 | $ 231,509 |
General and administrative expenses—related party | 52,500 | 52,500 |
Franchise tax expenses | 49,365 | 49,365 |
Loss from operations | (411,859) | (333,374) |
Gain on investments held in Trust Account | 1,566,417 | 30,010 |
Total Other income, net | 1,566,417 | 30,010 |
Income (loss) before provision for income tax | 1,154,558 | (303,364) |
Provision for income tax | 328,947 | 0 |
Net income (loss) | 825,611 | (303,364) |
Common Class A [Member] | ||
Net income (loss) | $ 664,673 | $ (244,229) |
Weighted average shares outstanding, Basic | 20,650,000 | 20,650,000 |
Weighted average shares outstanding, Diluted | 20,650,000 | 20,650,000 |
Net income (loss) per share, Basic | $ 0.03 | $ (0.01) |
Net income (loss) per share, Diluted | $ 0.03 | $ (0.01) |
Common Class B [Member] | ||
Net income (loss) | $ 160,938 | $ (59,135) |
Weighted average shares outstanding, Basic | 5,000,000 | 5,000,000 |
Weighted average shares outstanding, Diluted | 5,000,000 | 5,000,000 |
Net income (loss) per share, Basic | $ 0.03 | $ (0.01) |
Net income (loss) per share, Diluted | $ 0.03 | $ (0.01) |
Condensed Statements of Changes
Condensed Statements of Changes In Stockholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] | Common Class B [Member] Common Stock [Member] |
Balance at the beginning at Dec. 31, 2021 | $ (3,393,587,000) | $ 0 | $ (3,394,152,000) | $ 65,000 | $ 500,000 | ||
Balance at the beginning (in shares) at Dec. 31, 2021 | 650,000 | 5,000,000 | |||||
Net income (loss) | (303,364) | (303,364) | $ (244,229) | $ (59,135) | |||
Balance at the ending at Mar. 31, 2022 | (3,696,951) | 0 | (3,697,516) | $ 65 | $ 500 | ||
Balance at the ending (in shares) at Mar. 31, 2022 | 650,000 | 5,000,000 | |||||
Balance at the beginning at Dec. 31, 2022 | (4,735,835) | 0 | (4,736,400) | $ 65 | $ 500 | ||
Balance at the beginning (in shares) at Dec. 31, 2022 | 650,000 | 5,000,000 | |||||
Net income (loss) | 825,611 | 825,611 | $ 664,673 | $ 160,938 | |||
Increase in redemption value of Class A common stock subject to redemption | (1,198,471) | (1,198,471) | |||||
Balance at the ending at Mar. 31, 2023 | $ (5,108,695) | $ 0 | $ (5,109,260) | $ 65 | $ 500 | ||
Balance at the ending (in shares) at Mar. 31, 2023 | 650,000 | 5,000,000 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 825,611 | $ (303,364) |
Adjustments to reconcile net income (loss) to cash used in operating activities: | ||
Income from investments held in Trust Account | (1,566,417) | (30,010) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 42,375 | 53,329 |
Accounts payable | (1,326) | 32,080 |
Accrued expenses | 12,037 | 81,600 |
Franchise tax payable | (36,712) | (93,151) |
Income tax payable | 328,948 | 0 |
Net cash used in operating activities | (395,484) | (259,516) |
Net change in cash | (395,484) | (259,516) |
Cash—beginning of the period | 699,256 | 1,864,919 |
Cash—end of the period | $ 303,772 | $ 1,605,403 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1- DA32 Life Sciences Tech Acquisition Corp. (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 March 31, 2023, the Company had not commenced any operations. All activity for the period from April 16, 2021 (inception) through March 31, 2023, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and since the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is DA32 Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on July 27, 2021. On July 30, 2021, the Company consummated its Initial Public Offering of 20,000,000 shares of Class A common stock (the “Public Shares”), at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $9.3 million, inclusive of $5.6 million in deferred underwriting commissions (Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 650,000 shares of Class A common stock (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of $6.5 million (Note 4), paid on August 3, 2021. Upon the closing of the Initial Public Offering and the Private Placement, $200.0 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were 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 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 Shares, 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 (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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes). The per-share The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (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, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 30, 2023, or during any extended period of time that the Company may have to consummate a Business Combination as a result of an amendment to the Certificate of Incorporation (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement 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. 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, 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. Liquidity and Capital Resources As of March 31, 2023, the Company had approximately $0.3 million in its operating bank account and working capital of approximately $0.5 million (not taking into account approximately $1.3 million in tax obligations that may be paid using investment income earned in Trust Account). The Company’s liquidity needs to date have been satisfied through a cash payment of $25,000 from Sponsor to purchase the Founder Shares, the loan of $200,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note upon closing of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of March 31, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. However, in connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, t the liquidity condition, m |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2-Basis Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. 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 March 31, 2023 and December 31, 2022. 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. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. 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 statements 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,” equal or approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs associated with the Public Shares were charged against the carrying value of the shares of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A shares of 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, Class A common stock are classified as stockholders’ equity. The Company’s Public Shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, 20,000,000 shares of Class A common stock subject to possible redemption at the redemption amount are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Compan y’s condensed b The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for 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 Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance on its deferred taxes as of March 31, 2023 and December 31, 2022. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. Net Income (Loss) Per Share of Common Stock 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, which assumes a Business Combination as the most likely outcome. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 664,673 $ 160,938 $ (244,229 ) $ (59,135 ) Denominator: Basic and diluted weighted average common shares outstanding 20,650,000 5,000,000 20,650,000 5,000,000 Basic and diluted net income (loss) per common share $ 0.03 $ 0.03 $ (0.01 ) $ (0.01 ) Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3—Initial Public Offering On July 30, 2021, the Company consummated its Initial Public Offering of 20,000,000 Public Shares, at an offering price of $10.00 per Public Share, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $9.3 million, inclusive of $5.6 million in deferred underwriting commissions. Of the 20,000,000 Public Shares sold in the Initial Public Offering, 4,000,000 Public Shares were purchased by affiliates of the Sponsor (the “Affiliated Shares”). The Company granted the underwriters a 45-day |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On May 13, 2021, the Sponsor paid $25,000 to purchase 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”). The Sponsor agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (excluding the Private Placement Shares). On June 15, 2021, the Sponsor transferred 143,750 Founder Shares to Christopher Wolfe, our Chief Financial Officer, 230,000 Founder Shares to Section 32 Fund 3, LP, a managing member of the Sponsor, 30,000 Founder Shares to each of Andrew ElBardissi, Keith Crandell, Mara Aspinall, Kevin Hrusovsky, Angela Lai and Nick Roelofs, the Company’s directors, and 10,000 Founder Shares to each of Bonnie Anderson, Peer Schatz and Vince Miller, certain of the Company’s advisors, for the same per-share Private Placement Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 650,000 Private Placement Shares, at a price of $10.00 per Private Placement Share to the Sponsor, generating gross proceeds of $6.5 million. 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 and the Sponsor agreed not to transfer, assign or sell any of its Private Placement Shares until 30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, if the closing price of the 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 Related Party Loans On May 13, 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, as amended (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 $1,500,000 of such Working Capital Loans may be convertible into shares of Class A common stock of the post-Business Combination entity at a price of $10.00 per share. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of March 31, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Services Agreement On July 27, 2021, the Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on Nasdaq and continuing until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. As of July 27, 2021, the original Administrative Services Agreement was amended and restated in full to correct a clerical error in the parties to the agreement. The Amended and Restated Administrative Services Agreement (the “A&R Administrative Services Agreement”), by and between the Company and Deerfield Partners, L.P. (“Deerfield Affiliate”), an affiliate of the Sponsor, provides that the Company will pay Deerfield Affiliate a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. For the three months ended March 31, 2023 and 2022, the Company incurred expenses of $30,000 and $30,000, respectively, under this agreement, included in administrative expenses – related party on the accompanying statements of operations. As of March 31, 2023 and December 31, 2022, no amounts were outstanding for these services. The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket Wolfe Strategic Services Agreement On July 27, 2021, the Company entered into an agreement that provided that, commencing on the date that the Company’s securities were first listed on Nasdaq, the Company agreed to pay its Chief Financial Officer, Christopher Wolfe, $7,500 per month for his services prior to the initial Business Combination. For the three months ended March 31, 2023 and 2022, the Company incurred $22,500 and $22,500, respectively, in expenses for these services which is included in administrative expenses—related party on the accompanying statements of operations. As of March 31, 2023 and December 31, 2022, $0 and $7,500 was prepaid for these services. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 – Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Shares, and shares of Class A common stock that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters did not earn any underwriting commissions on the 4,000,000 Affiliated Shares. Except for the Affiliated Shares, the underwriters were entitled to an upfront underwriting discount of $0.20 per share, or $3.2 million in the aggregate, paid upon the closing of the Initial Public Offering, and a deferred underwriting commissions of $0.35 per share, or $5.6 million in the aggregate will be payable to 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 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 and 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, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”), which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by “covered corporations” beginning in 2023, with certain exceptions (the “Excise Tax”). 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”) 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. On December 27, 2022, the Treasury Department and Internal Revenue Service (“IRS”) issued a Notice 2023-2 |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 6—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 100,000,000 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 March 31, 2023 and December 31, 2022, there were 20,000,000 shares of Class A common stock outstanding subject to possible redemption. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Class A common stock subject to possible redemption, December 31, 2021 $ 200,000,000 Plus: Increase in redemption value of Class A common stock subject to redemption 1,941,463 Class A common stock subject to possible redemption, December 31, 2022 201,941,463 Plus: Increase in redemption value of Class A common stock subject to redemption 1,198,471 Class A common stock subject to possible redemption, March 31, 2023 $ 203,139,934 |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 7—Stockholders’ Deficit Preferred Stock- Class A Common Stock- Class B Common Stock Holders of record of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. The Class B common stock will automatically convert into Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8—Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2023 Description Quoted Significant Significant Cash and investments held in Trust Account – Money Market $ 204,493,113 $ — $ — December 31, 2022 Description Quoted Significant Significant Investments held in Trust Account—U.S. Treasury Bills $ 202,926,696 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels in the period ended March 31, 2023 and December 31, 2022. Level 1 instruments include investments in U.S. government 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9—Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of estimates | Use of estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. 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 March 31, 2023 and December 31, 2022. |
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. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. |
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 statements 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,” equal or approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs associated with the Public Shares were charged against the carrying value of the shares of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A shares of 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, Class A common stock are classified as stockholders’ equity. The Company’s Public Shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2023 and December 31, 2022, 20,000,000 shares of Class A common stock subject to possible redemption at the redemption amount are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Compan y’s condensed b The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for 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 |
Income Taxes | Income Taxes The Company’s taxable income primarily consists of interest income on the Trust Account. The Company’s general and administrative expenses are generally considered start-up The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance on its deferred taxes as of March 31, 2023 and December 31, 2022. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock 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, which assumes a Business Combination as the most likely outcome. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 664,673 $ 160,938 $ (244,229 ) $ (59,135 ) Denominator: Basic and diluted weighted average common shares outstanding 20,650,000 5,000,000 20,650,000 5,000,000 Basic and diluted net income (loss) per common share $ 0.03 $ 0.03 $ (0.01 ) $ (0.01 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of basic and diluted net income (loss) per share | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per common share: Numerator: Allocation of net income (loss) $ 664,673 $ 160,938 $ (244,229 ) $ (59,135 ) Denominator: Basic and diluted weighted average common shares outstanding 20,650,000 5,000,000 20,650,000 5,000,000 Basic and diluted net income (loss) per common share $ 0.03 $ 0.03 $ (0.01 ) $ (0.01 ) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Summary of Class A common stock subject to possible redemption reflected on condensed balance sheet | The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table: Class A common stock subject to possible redemption, December 31, 2021 $ 200,000,000 Plus: Increase in redemption value of Class A common stock subject to redemption 1,941,463 Class A common stock subject to possible redemption, December 31, 2022 201,941,463 Plus: Increase in redemption value of Class A common stock subject to redemption 1,198,471 Class A common stock subject to possible redemption, March 31, 2023 $ 203,139,934 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2023 Description Quoted Significant Significant Cash and investments held in Trust Account – Money Market $ 204,493,113 $ — $ — December 31, 2022 Description Quoted Significant Significant Investments held in Trust Account—U.S. Treasury Bills $ 202,926,696 $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 3 Months Ended | 8 Months Ended | ||||
Aug. 03, 2021 | Jul. 30, 2021 | May 13, 2021 | Mar. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Description Of Organization And Business Operations [Line Items] | ||||||
Proceeds from initial public offering | $ 200,000,000 | |||||
Deferred underwriting commission | $ 5,600,000 | |||||
Proceeds from private placement | $ 6,500,000 | $ 6,500,000 | ||||
Payment to acquire restricted investments | $ 200,000,000 | |||||
Restricted investments value per share | $ 10 | |||||
Restricted investments term | 185 days | |||||
Minimum percentage of assets in trust account of the acquiree for which the business combination shall be effected | 80% | |||||
Temporary equity redemption value per share | $ 10.16 | $ 10.1 | ||||
Minimum networth needed to effect business combination | $ 5,000,001 | |||||
Cut off date for consummation of business combination | July 30, 2023 | |||||
Term within which business combination shall be consummated from the closing of initial public offer | 24 months | |||||
Expenses payable on liquidation | $ 100,000 | |||||
Number of days within which public shares shall be redeemed | 10 days | |||||
Minimum per share value to be held in the trust account | $ 10 | |||||
Cash | $ 303,772 | $ 699,256 | ||||
Net current assets | 500,000 | |||||
Accrual for taxes other than income taxes | 1,300,000 | |||||
Bank overdraft | $ 0 | $ 0 | ||||
Minimum [Member] | Post Business Combination [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Equity method investment ownership percentage | 50% | |||||
Sponsor [Member] | Promissory Note Borrowings [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Debt instrument face value | $ 200,000 | $ 200,000 | ||||
Common Class A [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Temporary equity redemption value per share | $ 10 | |||||
Minimum percentage of public shares eligible to be redeemed without the prior consent of the company | 20% | |||||
Percentage of public shareholding redeemable in case business combination is not consummated | 100% | |||||
Common Class B [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Stock issued during the period value issued for services | $ 25,000 | |||||
Common Class B [Member] | Sponsor [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Stock issued during the period value issued for services | $ 25,000 | |||||
IPO [Member] | Common Class A [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Stock issued during the period new issues shares | 20,000,000 | |||||
Shares issued price per share | $ 10 | |||||
Stock issuance costs incurred | $ 9,300,000 | |||||
Private Placement [Member] | Common Class A [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Stock issued during the period new issues shares | 650,000 | |||||
Shares issued price per share | $ 10 | |||||
Private Placement [Member] | Common Class B [Member] | Sponsor [Member] | ||||||
Description Of Organization And Business Operations [Line Items] | ||||||
Stock issued during the period new issues shares | 650,000 | |||||
Shares issued price per share | $ 10 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Allocation of net income (loss) | $ 825,611 | $ (303,364) |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 664,673 | $ (244,229) |
Denominator: | ||
Weighted average common shares outstanding, Basic | 20,650,000 | 20,650,000 |
Weighted average shares common outstanding, Diluted | 20,650,000 | 20,650,000 |
Net income (loss) per common share, Basic | $ 0.03 | $ (0.01) |
Net income (loss) per common share, Diluted | $ 0.03 | $ (0.01) |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income (loss) | $ 160,938 | $ (59,135) |
Denominator: | ||
Weighted average common shares outstanding, Basic | 5,000,000 | 5,000,000 |
Weighted average shares common outstanding, Diluted | 5,000,000 | 5,000,000 |
Net income (loss) per common share, Basic | $ 0.03 | $ (0.01) |
Net income (loss) per common share, Diluted | $ 0.03 | $ (0.01) |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Line Items] | ||
Temporary equity shares outstanding | 20,000,000 | 20,000,000 |
Cash equivalents | $ 0 | $ 0 |
Cash insured with federal depository insurance corporation | $ 250,000 | |
Common Class A [Member] | ||
Accounting Policies [Line Items] | ||
Temporary equity shares outstanding | 20,000,000 | 20,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jul. 30, 2021 | Mar. 31, 2023 |
Disclosure Of Initial Public Offer [Line Items] | ||
Proceeds from initial public offering | $ 200 | |
Deferred underwriting commission | $ 5.6 | |
Common Class A [Member] | IPO [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Stock issued during the period new issues shares | 20,000,000 | |
Shares issued price per share | $ 10 | |
Stock issuance costs incurred | $ 9.3 | |
Common Class A [Member] | IPO [Member] | Affiliate Of Sponsor [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Stock issued during the period new issues shares | 4,000,000 | |
Common Class A [Member] | Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Disclosure Of Initial Public Offer [Line Items] | ||
Number of days granted for subscribing to the option | 45 days | |
Common stock shares subscribed but not issued | 3,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 8 Months Ended | |||||||||
Mar. 31, 2023 | Aug. 05, 2021 | Aug. 03, 2021 | Jul. 30, 2021 | Jun. 15, 2021 | May 13, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Jul. 27, 2021 | |
Related Party Transaction [Line Items] | |||||||||||
Shares Outstanding | 5,166,250 | ||||||||||
Proceeds from private placement | $ 6,500,000 | $ 6,500,000 | |||||||||
Proceeds from related party debt | $ 200,000 | ||||||||||
Repayment of related party debt | $ 200,000 | ||||||||||
Bank overdraft | $ 0 | $ 0 | $ 0 | ||||||||
Related party transation general and administration expenses | 52,500 | $ 52,500 | |||||||||
Prepaid expenses current | 187,334 | 187,334 | 229,709 | ||||||||
Administrative Services Agreement [Member] | Deerfield Affiliate [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction expenses payable per month | $ 10,000 | ||||||||||
Sponsor [Member] | Promissory Note Borrowings [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face value | 200,000 | 200,000 | 200,000 | ||||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Working capital loans convertible into equity related warrants | $ 1,500,000 | $ 1,500,000 | |||||||||
Debt instrument conversion price per share | $ 10 | $ 10 | |||||||||
Sponsor [Member] | Chief Financial Officer [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares Transferred | 143,750 | ||||||||||
Sponsor [Member] | Management [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares Transferred | 230,000 | ||||||||||
Sponsor [Member] | Director [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares Transferred | 30,000 | ||||||||||
Sponsor [Member] | Advisor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares Transferred | 10,000 | ||||||||||
Sponsor [Member] | Founder Shares [Member] | Condition For Transfer Of Initial Shareholding [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Lock in period of shares | 1 year | ||||||||||
Chief Financial Officer [Member] | Strategic Services Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction expenses payable per month | 7,500 | ||||||||||
Related party transation general and administration expenses | $ 22,500 | 22,500 | |||||||||
Prepaid expenses current | $ 0 | 0 | 7,500 | ||||||||
Members Of The Companies Management Team [Member] | Administrative Services Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction expenses payable per month | $ 10,000 | ||||||||||
Related party transation general and administration expenses | 30,000 | $ 30,000 | |||||||||
Due to related party accounts payable current | $ 0 | $ 0 | $ 0 | ||||||||
Private Placement [Member] | Sponsor [Member] | Condition For Transfer Of Initial Shareholding [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Lock in period of shares | 30 days | ||||||||||
Common Class A [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Shares Outstanding | 650,000 | 650,000 | 650,000 | ||||||||
Common Class A [Member] | Condition For Transfer Of Initial Shareholding [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Share price | $ 12 | $ 12 | |||||||||
Number of trading days for determining the share price | 20 days | ||||||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||||||
Waiting period for determining the share price | 150 days | ||||||||||
Common Class A [Member] | Private Placement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during the period new issues shares | 650,000 | ||||||||||
Shares issued price per share | $ 10 | ||||||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during the period value issued for services | $ 25,000 | ||||||||||
Stock issued during the period for services shares | 5,750,000 | ||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Stock issued during the period share based compensation shares forfeited | 750,000 | ||||||||||
Shares Outstanding | 5,000,000 | 5,750,000 | 5,000,000 | 5,000,000 | |||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during the period value issued for services | $ 25,000 | ||||||||||
Common Class B [Member] | Sponsor [Member] | Maximum [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of the shares outstanding on the total number of shares | 20% | 20% | |||||||||
Common Class B [Member] | Private Placement [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued during the period new issues shares | 650,000 | ||||||||||
Shares issued price per share | $ 10 | $ 10 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Jul. 30, 2021 | Mar. 31, 2023 | |
Other Commitments [Line Items] | ||
Underwriting discount per share | $ 0.2 | |
Underwriting discount payable | $ 3.2 | |
Deferred underwriting discount per share | $ 0.35 | |
Deferred underwriting commission payable | $ 5.6 | |
IPO [Member] | Common Class A [Member] | ||
Other Commitments [Line Items] | ||
Stock issued during the period new issues shares | 20,000,000 | |
IPO [Member] | Common Class A [Member] | Affiliate Of Sponsor [Member] | ||
Other Commitments [Line Items] | ||
Stock issued during the period new issues shares | 4,000,000 | |
Inflation Reduction Act Of Two Thousand And Twenty Two [Member] | On Or After First January Two Thousand And Twenty Three [Member] | ||
Other Commitments [Line Items] | ||
Excise tax as a percentage of fair market value of shares repurchased | 1% |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Temporary Equity [Line Items] | ||
Temporary equity par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 20,000,000 | 20,000,000 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity shares authorized | 100,000,000 | |
Temporary equity par or stated value per share | $ 0.0001 | |
Temporary equity shares outstanding | 20,000,000 | 20,000,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Summary of Class A Common Stock Subject to Possible Redemption Reflected on Condensed Balance Sheet (Detail) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary Equity Disclosure [Abstract] | |||
Increase in redemption value of Class A common stock subject to redemption | $ 1,198,471,000 | $ 1,941,463 | |
Class A common stock subject to possible redemption | $ 203,139,934 | $ 201,941,463 | $ 200,000,000 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | ||||
Aug. 05, 2021 | May 13, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 15, 2021 | |
Class of Stock [Line Items] | |||||
Temporary equity shares outstanding | 20,000,000 | 20,000,000 | |||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock shares issued | 0 | 0 | |||
Preferred stock shares outstanding | 0 | 0 | |||
Common stock shares outstanding | 5,166,250 | ||||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Temporary equity shares outstanding | 20,000,000 | 20,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||
Common stock shares authorized | 100,000,000 | 100,000,000 | |||
Common stock shares issued | 650,000 | 650,000 | |||
Common stock shares outstanding | 650,000 | 650,000 | |||
Common Class A [Member] | Conversion of Class B To Class A Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Minimum threshold percentage of common stock outstanding on conversion from one class to another | 20% | ||||
Common stock conversion basis | one-for-one | ||||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 10,000,000 | 10,000,000 | |||
Common stock shares issued | 5,000,000 | 5,000,000 | |||
Common stock shares outstanding | 5,750,000 | 5,000,000 | 5,000,000 | ||
Stock issued during the period for services shares | 5,750,000 | ||||
Common stock subject to forfeiture | 750,000 | ||||
Stock issued during the period share based compensation shares forfeited | 750,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and investments held in Trust Account | $ 204,493,113 | $ 202,926,696 |
Fair Value, Recurring [Member] | US Treasury Securities [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and investments held in Trust Account | 202,926,696 | |
Fair Value, Recurring [Member] | US Treasury Securities [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and investments held in Trust Account | 0 | |
Fair Value, Recurring [Member] | US Treasury Securities [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and investments held in Trust Account | $ 0 | |
Fair Value, Recurring [Member] | Money Market Funds [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and investments held in Trust Account | 204,493,113 | |
Fair Value, Recurring [Member] | Money Market Funds [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and investments held in Trust Account | 0 | |
Fair Value, Recurring [Member] | Money Market Funds [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and investments held in Trust Account | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | ||
Fair Value Disclosures [Line Items] | ||
Transfers between levels | $ 0 | $ 0 |