Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Everest Consolidator Acquisition Corporation | ||
Entity File Number | 001-40644 | ||
Entity Central Index Key | 0001863719 | ||
Entity Tax Identification Number | 86-2485792 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Shell Company | true | ||
Entity Public Float | $ 172,155,000 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Address, Address Line One | 4041 MacArthur Blvd | ||
Entity Address, City or Town | Newport Beach | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92660 | ||
City Area Code | 949 | ||
Local Phone Number | 610-0835 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Common Class A [Member] | |||
Document And Entity Information | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | MNTN | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 17,250,000 | ||
Common Class B [Member] | |||
Document And Entity Information | |||
Entity Common Stock, Shares Outstanding | 4,312,500 | ||
Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at a price of $11.50 per share | |||
Document And Entity Information | |||
Title of 12(b) Security | Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at a price of $11.50 per share | ||
Trading Symbol | MNTN WS | ||
Security Exchange Name | NYSE | ||
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | |||
Document And Entity Information | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | ||
Trading Symbol | MNTN.U | ||
Security Exchange Name | NYSE |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 236,151 | $ 1,454,762 |
Prepaid expenses | 307,726 | 310,000 |
Total current assets | 543,877 | 1,764,762 |
Marketable securities held in trust account | 178,111,451 | 175,951,203 |
Prepaid expenses, non-current | 0 | 277,726 |
Total assets | 178,655,328 | 177,993,691 |
Current liabilities: | ||
Accounts payable | 26,795 | 132,555 |
Due to related party | 0 | 18,289 |
Accrued expenses | 928,106 | 645,023 |
Income taxes payable | 344,217 | 0 |
Total current liabilities | 1,299,118 | 795,867 |
Deferred underwriting commissions | 6,037,500 | 6,037,500 |
Total liabilities | 7,336,618 | 6,833,367 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (6,349,715) | (4,790,107) |
Total Stockholders' deficit | (6,349,284) | (4,789,676) |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit | 178,655,328 | 177,993,691 |
Class A Common stock subject to redemption | ||
Current liabilities: | ||
Class A Common stock subject to possible redemption, $0.0001 par value, 17,250,000 shares at $10.30 and $10.20 redemption value as of September 30, 2022 and December 31, 2021, respectively | 177,667,994 | 175,950,000 |
Class A Common stock not subject to possible redemption | ||
Stockholders' Deficit: | ||
Common stock, value, issued | 0 | 0 |
Class B common stock | ||
Stockholders' Deficit: | ||
Common stock, value, issued | $ 431 | $ 431 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock par value (per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common Class A Subject To Redemption [Member] | ||
Temporary equity, par value (per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares outstanding | 17,250,000 | 17,250,000 |
Temporary equity, redemption price (per share) | $ 10.30 | $ 10.20 |
Class Common Stock Not Subject To Redemption Member | ||
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock par value (per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Formation and operating costs | $ 428,515 | $ 1,922,290 |
Loss from operations | (428,515) | (1,922,290) |
Other income: | ||
Investment income held in Trust Account | 1,203 | 2,536,113 |
Net income (loss) before income taxes | (427,312) | 613,823 |
Income tax provision | (455,437) | |
Net income (loss) | $ (427,312) | $ 158,386 |
Class A Common stock subject to redemption | ||
Other income: | ||
Weighted average shares outstanding , basic | 1,949,486 | 17,250,000 |
Weighted average shares outstanding, diluted | 1,949,486 | 17,250,000 |
Basic net loss per share | $ (0.06) | $ 0.01 |
Diluted net loss per share | $ (0.06) | $ 0.01 |
Class B Non Redeemable Common Stock | ||
Other income: | ||
Weighted average shares outstanding , basic | 4,639,769 | 4,312,500 |
Weighted average shares outstanding, diluted | 4,639,769 | 4,312,500 |
Basic net loss per share | $ (0.06) | $ 0.01 |
Diluted net loss per share | $ (0.06) | $ 0.01 |
STATEMENTS OF CHANGES IN COMMON
STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($) | Class A Common stock subject to redemption Common Stock | Class A Common stock subject to redemption | Class B common stock Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Mar. 07, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning balance (in shares) at Mar. 07, 2021 | 0 | 0 | ||||
Proceeds from the sale of Class A common stock | $ 172,500,000 | $ 0 | 0 | 0 | 0 | |
Proceeds from the sale of Class A common stock (in shares) | 17,250,000 | |||||
Paid underwriters fees | $ (3,450,000) | |||||
Fair value of public warrants | 4,672,162 | $ (4,672,162) | (4,672,162) | (4,672,162) | ||
Other offering costs | (613,167) | (330,447) | (330,447) | |||
Proceeds from the sale of private Placement warrants | 9,500,000 | 9,500,000 | ||||
Re-measurement for Class A common stock to redemption value | 18,222,829 | (13,860,034) | (4,362,795) | (18,222,829) | ||
Issuance of common stock to Sponsor | $ 575 | 24,425 | 25,000 | |||
Issuance of common stock to Sponsor (in shares) | 5,750,000 | |||||
Repurchase of founder shares from sponsor | $ (144) | $ (6,106) | (6,250) | |||
Repurchase of founder shares from sponsor (in shares) | (1,437,500) | |||||
Net income (loss) | (427,312) | (427,312) | ||||
Ending balance at Dec. 31, 2021 | $ 175,950,000 | $ 431 | (4,790,107) | (4,789,676) | ||
Ending balance (in shares) at Dec. 31, 2021 | 17,250,000 | 4,312,500 | ||||
Deferred underwriting fees payable | $ (6,037,500) | 6,037,500 | ||||
Fair value of public warrants | $ (4,672,162) | |||||
Re-measurement for Class A common stock to redemption value | 1,717,994 | (1,717,994) | (1,717,994) | |||
Net income (loss) | 158,386 | 158,386 | ||||
Ending balance at Dec. 31, 2022 | $ 177,667,994 | $ 431 | $ (6,349,715) | (6,349,284) | ||
Ending balance (in shares) at Dec. 31, 2022 | 17,250,000 | 4,312,500 | ||||
Deferred underwriting fees payable | $ 6,037,500 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (427,312) | $ 158,386 |
Adjustments to reconcile net income to net cash used in operating activities | ||
Investment income held in Trust account | (1,203) | (2,536,113) |
Formation and operating expenses funded by note payable through Sponsor | 35,739 | 0 |
Changes in operating assets and liabilities | ||
Prepaid expenses | (587,726) | 280,000 |
Accounts payable | 92,552 | (64,560) |
Due to related party | 0 | (18,289) |
Accrued expenses | 254,538 | 408,086 |
Income taxes payable | 0 | 344,217 |
Net cash used in operating activities | (633,412) | (1,428,273) |
Cash Flows from Investing Activities | ||
Investment of cash into Trust Account | (175,950,000) | 0 |
Redemption of investments in Trust Account for income and franchise taxes | 0 | 375,865 |
Net cash provided by (used in) investing activities | (175,950,000) | 375,865 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | 0 |
Repurchase of Class B common stock from Sponsor | (6,250) | 0 |
Repayment of note payable and advances from related party | (147,991) | 0 |
Proceeds from sale of Class A shares, gross | 172,500,000 | 0 |
Proceeds from sale of Private Placement Warrants | 9,500,000 | 0 |
Payment of offering costs | (382,585) | (166,203) |
Net cash provided by (used in) financing activities | 178,038,174 | (166,203) |
Net change in cash | 1,454,762 | (1,218,611) |
Cash - beginning of the period | 0 | 1,454,762 |
Cash - end of the period | 1,454,762 | 236,151 |
Supplemental disclosure of income taxes paid | ||
Income taxes paid | 0 | 111,220 |
Supplemental disclosure of noncash investing and financing activities: | ||
Remeasurement of Class A shares subject to possible redemption | 0 | 1,717,994 |
Offering costs included in accrued expenses | 41,200 | 0 |
Offering costs included in accounts payable | 40,003 | 0 |
Offering costs paid through promissory note-related party | 130,541 | 0 |
Immediate re-measurement of Class A shares to redemption value | 18,222,829 | 0 |
Initial Class A shares subject to possible redemption | 157,727,171 | 0 |
Deferred underwriting fees payable | 6,037,500 | 0 |
Offering costs included in deferred legal fees | $ 349,285 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Everest Consolidator Acquisition Corporation (the “Company”) is a blank check company incorporated in Delaware on March 8, 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 December 31, 2022, the Company had not commenced any operations. All activity for the period from March 8, 2021 (inception) through December 31, 2022 relates to the Company’s formation, and those activities necessary to prepare for our the Initial Public Offering (the “IPO”), and the search for a target company for 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 will generate non-operating income in the form of interest income on the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. On November 29, 2021, the Company consummated the Initial Public Offering of 17,250,000 Units, with each unit consisting of one share of Class A common stock, and one-half of one redeemable warrant (the “Units”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. (the “Units”), including 2,250,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 6,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to Everest Consolidator Sponsor, LLC (the “Sponsor”), generating gross proceeds to the Company of $9,500,000, which is described in Note 4. Transaction costs amounted to $10,431,114, including $6,037,500 in deferred underwriting fees, $3,450,000 in upfront underwriting fees, and $943,614 in other offering costs related to the Initial Public Offering. As of the IPO date, a total of $175,950,000 of the net proceeds from the IPO and the Private Placement, which includes the $6,037,500 deferred underwriting commission, were placed in a U.S.-based trust account at Bank of America maintained by American Stock Transfer & Trust Company, LLC, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the trust account, the proceeds from the IPO and the Private Placement held in the trust account will not be released until the earliest of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A common stock shares, $0.0001 par value, included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it does not complete the Initial Business Combination within 15 months (or 18 months or 21 months, as applicable) from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Class A common stock shares included in the Units sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within 15 months (or 18 months or 21 months, as applicable) from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A common stock shares were recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated certificate of incorporation if the Company is unable to complete the Initial Business Combination within 15 months (or 18 months or 21 months, as applicable) from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned and not previously released to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholder’s rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s 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 Sponsor and the Company’s independent director nominees will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 15 months (or 18 months or 21 months, as applicable) of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A common stock shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the Class A common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Class A common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. On February 28, 2023, the Company extended the period of which it is able to consummate an initial business combination by a period of three months, or until May 28, 2023 (the “Initial Extension”). In connection with the Initial Extension, the Company’s Sponsor deposited an aggregate of $1,725,000 into the Company’s Trust Account, representing $0.10 per public share, in exchange for the Company’s issuance of to the Sponsor of 1,150,000 Private Placement Warrants, at a rate of $1.50 per private placement warrant, with the same terms as the Private Placement Warrants issued in connection with the closing of the Company’s initial public offering. The Initial Extension is the first of two three-month extensions permitted under the Company’s governing documents. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with the Initial Extension. In connection with the Initial Extension, the Company also entered into a Conditional Guaranty Agreement (the “Conditional Guaranty Agreement”) in favor of the Sponsor. Pursuant to the Conditional Guaranty Agreement, the Company has agreed, subject to the Company’s consummation of an Initial Business Combination prior to the Termination Date (as defined in our amended and restated certificate of incorporation), to guarantee the payment when due of all principal and accrued interest owed to the Sponsor under the Note. The Company’s obligations under the Conditional Guaranty Agreement will terminate upon the earliest to occur of (i) the payment in full or discharge and termination of the Note, (ii) the failure to consummate an initial business combination prior to the Termination Date or (iii) immediately prior to the voluntary or involuntary liquidation, dissolution or winding up of the Company. The Sponsor has waived any right, title, interest and claim of any kind as it relates to the Trust Account. Risks and Uncertainties Results of operations and the Company’s ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond its control. The business could be impacted by various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 measures, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from whom the shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased. For purposes of calculating the excise tax, however, 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. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. On December 27, 2022, the U.S. Department of the Treasury issued Notice 2023-2 (the “Notice”) as interim guidance until publication of forthcoming proposed regulations on the excise tax. Although the guidance in the Notice does not constitute proposed or final Treasury regulations, taxpayers may generally rely upon the guidance provided in the Notice until the issuance of the forthcoming proposed regulations. Certain of the forthcoming proposed regulations (if issued) could, however, apply retroactively. The Notice generally provides that if a covered corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such covered corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. Because any redemptions of our stock in connection with a business combination, extension vote or otherwise will occur after December 31, 2022 such redemptions may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with any such redemptions would depend on a number of factors, including (i) the fair market value of the such redemptions, together with any other redemptions or repurchases we consummate in the same taxable year, (ii) the structure of any business combination and the taxable year in which it occurs, (iii) the nature and amount of any “PIPE” or other equity issuances, in connection with a business combination or otherwise, issued within the same taxable year, (iv) whether we completely liquidate and dissolve within the taxable year of such redemptions, and (v) the content of final and proposed regulations and further guidance from the U.S. Department of the Treasury. The foregoing could cause a reduction in the cash available on hand to complete a business Combination and in our ability to complete a Business Combination. Further, the application of the excise tax in the event of a liquidation is uncertain, and it is possible that the proceeds held in the Trust Account (in the event we are unable to complete a Business Combination in the required time and redeem 100% of our public shares in accordance with our amended and restated certificate of incorporation) could be subject to the excise tax, in which case the amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced. Liquidity and Going Concern The $236,151 held outside of the Trust Account and a working capital deficit of $755,241 as of December 31, 2022, may not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of these financial statements, assuming that a Business Combination is not consummated during that time. Additionally, as of December 31, 2022, the Company had until February 28, 2023, to consummate an initial business combination (absent any extensions of such period by the Sponsor, pursuant to the terms described above). It is uncertain that the Company will be able to consummate an initial business combination, even if this time period is extended. Giving effect to the Initial Extension discussed above, the Company now has until May 28, 2023 (absent further extension) to complete an initial business combination. If an initial business combination is not consummated by May 28, 2023, absent any further extension, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Giving effect to the Initial Extension, the Company has 18 months from the closing of the IPO (absent any further extensions of such period by the Sponsor, pursuant to the terms described above) to consummate the initial Business Combination. It is uncertain whether the Company will be able to consummate the proposed Business Combination by this date. If a Business Combination is not consummated by this date, then, unless that time is extended (as provided above, or pursuant to a stockholder vote), there will be a mandatory liquidation and subsequent dissolution of the Company. The Company believes that the proceeds raised in the initial public offering and the funds potentially available from loans from the sponsor or any of their affiliates will be sufficient to allow the Company to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon completion of the Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Management has determined that the liquidity condition, potential mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statement are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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 non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 $236,151 and Marketable securities held in the Trust Account As of December 31, 2022, and December 31, 2021, the Company’s portfolio of investments held in the Trust Account are comprised solely of securities held in a mutual fund that invests in U.S. Treasury securities with a maturity of 180 days or less. These securities are presented on the Balance Sheet at their fair value at the end of each reporting period. Earnings on these securities are included in investment income in the accompanying Statement of Operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. 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 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet as December 31, 2022 are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A common stock issuance costs (10,100,667) Fair value of Public Warrants at issuance (4,672,162) Plus: Re-measurement of carrying value to redemption value 18,222,829 Accretion of trust earnings 1,717,994 Class A common stock subject to possible redemption $ 177,667,994 The Class A common stock subject to possible redemption reflected on the balance sheet as December 31, 2021 are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A common stock issuance costs (10,100,667) Fair value of Public Warrants at issuance (4,672,162) Plus: Total re-measurement of carrying value to redemption value 18,222,829 Class A common stock subject to possible redemption $ 175,950,000 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist cash accounts in financial institutions which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2022 and 2021, the Company had not experienced losses on its cash accounts and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2022 and 2021, the Company only held Level 1 financial instruments, which are the Company’s Marketable securities held in Trust Account. Use of Estimates The preparation of 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 financial statements and the reported amounts of income 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 consolidated 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. Warrant Instruments The Company accounts for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders, or their affiliates in payment of Working Capital Loans made to the Company, are identical to the warrants underlying the Units being offered in the IPO. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Public Warrants and Private Placement Warrants. The costs allocated to warrants were charged against additional paid-in capital and those related to the Company’s Class A ordinary shares were charged against the carrying value of Class A ordinary shares. The Company complies with the requirements of the ASC 340-10-S99-1. For the period from March 8, 2021 (inception) through December 31, 2021, the Company incurred offering costs totaling $10,431,114, consisting of $6,037,500 in deferred underwriting fees, $3,450,000 in upfront underwriting fees, and $943,614 of other offering costs, of which $330,447 was included in additional paid-in capital. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed by dividing net income by the weighted average number of shares outstanding for the period. Weighted average shares for the period from March 8, 2021 (inception) through December 31, 2021, were reduced for the effect of an aggregate of 562,500 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full at the IPO date. The Company’s Statement of Operations include a presentation of loss per ordinary share subject to redemption in a manner similar to the two-class method of income (loss) per share. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. As of December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. A reconciliation of net income (loss) per ordinary share is as follows: For the Year Ended December 31, 2022 Redeemable Class A Common Stock Numerator: Net income allocable to Redeemable Class A Common Stock $ 126,709 Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock 17,250,000 Basic and diluted net income per share, Redeemable Class A $ 0.01 Non-Redeemable Class B Common Stock Numerator: Net income allocable to non-redeemable Class B Common Stock $ 31,677 Denominator: Weighted Average Non-Redeemable Class B Common Stock Basic and diluted weighted average shares outstanding, non-redeemable Class B Common Stock 4,312,500 Basic and diluted net income per share, Non-Redeemable Class B $ 0.01 For The Period from March 8, 2021 (Inception) Through December 31, 2021 Redeemable Class A Common Stock Numerator: Net loss allocable to Redeemable Class A Common Stock $ (126,424) Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A 1,949,486 Basic and diluted net loss per share, Redeemable Class A $ (0.06) Non-Redeemable Class B Common Stock Numerator: Net loss allocable to non-redeemable Class B Common Stock Net loss allocable to non-redeemable Class B Common Stock $ (300,888) Denominator: Weighted Average Non-Redeemable Class B Common Stock 4,639,769 Basic and diluted net loss per share, Non-Redeemable Class B $ (0.06) Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities and net operating and capital loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The valuation allowance is reduced when it is determined that it is more likely than not that the deferred tax asset will be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. The Company is subject to income tax examinations since inception by various taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues that could result in significant payments, accruals or material deviation from its position. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 – Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit, including 2,250,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock, an aggregate of 17,250,000 shares, and one-half of one redeemable warrant (“Public Warrant”), an aggregate of 8,625,000 public warrants. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares In March 2021, the sponsor acquired 5,750,000 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,750,000 Class B founder shares (up to an aggregate of 750,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised). Prior to the initial investment in the company of $25,000 by our sponsor, we had no assets, tangible, or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. On September 24, 2021, the Company repurchased 1,437,500 shares of class B common stock from the Sponsor for $6,250. As of December 31, 2021, there were 4,312,500 shares of Class B common stock were issued Class B founder shares The founder shares are designated as Class B common stock and will automatically convert into shares of our Class A common stock (which such shares of Class A common stock delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock issued and outstanding upon completion of this offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company completed a sale of 6,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placements”), to the Sponsor and Directors, generating gross proceeds to the Company of $9,500,000. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Initial Business Combination is not completed within 15 months (or 18 months or 21 months, as applicable) from the closing of the Initial Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, to not transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. 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 warrants of the post Business Combination entity at a price of $1.50 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. To date, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement The Company has entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, secretarial and administrative services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For the for the year ended December 31, 2022 and the period from March 8, 2021 (inception) through December 31, 2021, the Company expensed $122,425 and $10,549, respectively for the services provided through the Administrative Services Agreement. As of December 31, 2022, the Company had repaid all amounts due to the Sponsor related to the Administrative Services Agreement, and as of December 31, 2021, $10,549 was still outstanding, which was included in the Due to Related Party balance. Related Party Loans On May 24, 2021, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and payable on the earlier of June 30, 2022 or the completion of the Initial Public Offering (the “Maturity Date”). As of December 31, 2021, there was an outstanding balance of $18,289 on the Note, which was fully repaid by the June 30, 2022 maturity date referenced above. There were no amounts outstanding related to the Note as of December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters at the closing of the Initial Public Offering, with an additional fee of 3.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). The Deferred Discount of $6,037,500 will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants. | |
Warrants | Note 6—Warrants 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 Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A common stock issuable upon exercise of the Public Warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Class A common stock until the Public Warrants expire or are redeemed. If the shares issuable upon exercise of the Public Warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants for Class A common stock” and “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that, (i) they will not be redeemable by the Company, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned, or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they are subject to registration rights. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Stockholders’ Warrants—Anti-Dilution Adjustments”) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. In no event will the Company be required to net cash settle any Public Warrant upon the exercise thereof. 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. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Deficit | |
Stockholders' Deficit | Note 7—Stockholders’ Deficit Preferred Stock Class A Common Stock Class B Common Stock Holders of shares of Class A common stock and holders of shares of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. Unless specified in our amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 8 —Income Taxes During the years ended December 31, 2022 and 2021, the Company incurred $455,437 and $0, respectively of current income tax expense. The Company’s effective tax rate for the for the year ended December 31, 2022 was 74.2%, which differs from the U.S. federal statutory rate of 21%, primarily due to the change in the valuation allowance, resulting from recognizing a full valuation allowance against the deferred tax assets. The Company’s effective tax rate was 0% for the period from March 8, 2021 (inception) through December 31, 2021, which differs from the U.S. federal statutory rate of 21%, primarily due to recognizing a full valuation allowance on deferred tax assets. The Company’s income tax provision consists of the following as of December 31, 2022 and 2021: December 31, 2022 2021 Federal Current $ 455,437 $ — Deferred 326,534 (89,736) Change in valuation allowance (326,534) 89,736 Income tax provision $ 455,437 $ — The Company’s net deferred tax assets consisted of the following as of December 31, 2022 and 2021: December 31, 2022 2021 Deferred tax asset Net operating loss carryforward $ — 34,164 Startup/Organization expenses 416,270 55,572 Total deferred tax assets 416,270 89,736 Valuation allowance $ (416,270) (89,736) Deferred tax asset, net of allowance — — As of December 31, 2022 and 2021, the Company had U.S. federal net operating loss carryforward of $0 and $162,682, respectively, that do not expire. The income tax benefit differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the year ended December 31, 2022 and for the period from March 8, 2021 (inception) through December 31, 2021 due to the following: December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Valuation allowance 53.2 (21.0) Effective tax rate 74.2 % 0.0 % In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and for the period from March 8, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $326,534 and $89,736, respectively, with the increase related mainly to a full valuation allowance recorded against deferred organization expense generated in the year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9 —Subsequent Events The Company has evaluated the impact of subsequent events through March 29, 2023, the date the financial statements were issued. Based upon this evaluation, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement, other than what is noted in Note 1 in the above. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statement are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | 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 non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
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 $236,151 and |
Marketable securities held in the Trust Account | Marketable securities held in the Trust Account As of December 31, 2022, and December 31, 2021, the Company’s portfolio of investments held in the Trust Account are comprised solely of securities held in a mutual fund that invests in U.S. Treasury securities with a maturity of 180 days or less. These securities are presented on the Balance Sheet at their fair value at the end of each reporting period. Earnings on these securities are included in investment income in the accompanying Statement of Operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. |
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 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2022 and December 31, 2021, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Class A common stock subject to possible redemption reflected on the balance sheet as December 31, 2022 are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A common stock issuance costs (10,100,667) Fair value of Public Warrants at issuance (4,672,162) Plus: Re-measurement of carrying value to redemption value 18,222,829 Accretion of trust earnings 1,717,994 Class A common stock subject to possible redemption $ 177,667,994 The Class A common stock subject to possible redemption reflected on the balance sheet as December 31, 2021 are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A common stock issuance costs (10,100,667) Fair value of Public Warrants at issuance (4,672,162) Plus: Total re-measurement of carrying value to redemption value 18,222,829 Class A common stock subject to possible redemption $ 175,950,000 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist cash accounts in financial institutions which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2022 and 2021, the Company had not experienced losses on its cash accounts and management believes the Company is not exposed to significant risks on such account. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December 31, 2022 and 2021, the Company only held Level 1 financial instruments, which are the Company’s Marketable securities held in Trust Account. |
Use of Estimates | Use of Estimates The preparation of 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 financial statements and the reported amounts of income 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 consolidated 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. |
Warrant Instruments | Warrant Instruments The Company accounts for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders, or their affiliates in payment of Working Capital Loans made to the Company, are identical to the warrants underlying the Units being offered in the IPO. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Public Warrants and Private Placement Warrants. The costs allocated to warrants were charged against additional paid-in capital and those related to the Company’s Class A ordinary shares were charged against the carrying value of Class A ordinary shares. The Company complies with the requirements of the ASC 340-10-S99-1. For the period from March 8, 2021 (inception) through December 31, 2021, the Company incurred offering costs totaling $10,431,114, consisting of $6,037,500 in deferred underwriting fees, $3,450,000 in upfront underwriting fees, and $943,614 of other offering costs, of which $330,447 was included in additional paid-in capital. |
Net Income (Loss) Per Common Stock | Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per share of common stock is computed by dividing net income by the weighted average number of shares outstanding for the period. Weighted average shares for the period from March 8, 2021 (inception) through December 31, 2021, were reduced for the effect of an aggregate of 562,500 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full at the IPO date. The Company’s Statement of Operations include a presentation of loss per ordinary share subject to redemption in a manner similar to the two-class method of income (loss) per share. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. As of December 31, 2022 and 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the periods presented. A reconciliation of net income (loss) per ordinary share is as follows: For the Year Ended December 31, 2022 Redeemable Class A Common Stock Numerator: Net income allocable to Redeemable Class A Common Stock $ 126,709 Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock 17,250,000 Basic and diluted net income per share, Redeemable Class A $ 0.01 Non-Redeemable Class B Common Stock Numerator: Net income allocable to non-redeemable Class B Common Stock $ 31,677 Denominator: Weighted Average Non-Redeemable Class B Common Stock Basic and diluted weighted average shares outstanding, non-redeemable Class B Common Stock 4,312,500 Basic and diluted net income per share, Non-Redeemable Class B $ 0.01 For The Period from March 8, 2021 (Inception) Through December 31, 2021 Redeemable Class A Common Stock Numerator: Net loss allocable to Redeemable Class A Common Stock $ (126,424) Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A 1,949,486 Basic and diluted net loss per share, Redeemable Class A $ (0.06) Non-Redeemable Class B Common Stock Numerator: Net loss allocable to non-redeemable Class B Common Stock Net loss allocable to non-redeemable Class B Common Stock $ (300,888) Denominator: Weighted Average Non-Redeemable Class B Common Stock 4,639,769 Basic and diluted net loss per share, Non-Redeemable Class B $ (0.06) |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities and net operating and capital loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The valuation allowance is reduced when it is determined that it is more likely than not that the deferred tax asset will be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. The Company is subject to income tax examinations since inception by various taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues that could result in significant payments, accruals or material deviation from its position. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of Temporary equity | The Class A common stock subject to possible redemption reflected on the balance sheet as December 31, 2022 are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A common stock issuance costs (10,100,667) Fair value of Public Warrants at issuance (4,672,162) Plus: Re-measurement of carrying value to redemption value 18,222,829 Accretion of trust earnings 1,717,994 Class A common stock subject to possible redemption $ 177,667,994 The Class A common stock subject to possible redemption reflected on the balance sheet as December 31, 2021 are reconciled in the following table: Gross proceeds $ 172,500,000 Less: Class A common stock issuance costs (10,100,667) Fair value of Public Warrants at issuance (4,672,162) Plus: Total re-measurement of carrying value to redemption value 18,222,829 Class A common stock subject to possible redemption $ 175,950,000 |
Schedule of Earnings Per Share, Basic and Diluted | For the Year Ended December 31, 2022 Redeemable Class A Common Stock Numerator: Net income allocable to Redeemable Class A Common Stock $ 126,709 Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A Common Stock 17,250,000 Basic and diluted net income per share, Redeemable Class A $ 0.01 Non-Redeemable Class B Common Stock Numerator: Net income allocable to non-redeemable Class B Common Stock $ 31,677 Denominator: Weighted Average Non-Redeemable Class B Common Stock Basic and diluted weighted average shares outstanding, non-redeemable Class B Common Stock 4,312,500 Basic and diluted net income per share, Non-Redeemable Class B $ 0.01 For The Period from March 8, 2021 (Inception) Through December 31, 2021 Redeemable Class A Common Stock Numerator: Net loss allocable to Redeemable Class A Common Stock $ (126,424) Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock Basic and diluted weighted average shares outstanding, Redeemable Class A 1,949,486 Basic and diluted net loss per share, Redeemable Class A $ (0.06) Non-Redeemable Class B Common Stock Numerator: Net loss allocable to non-redeemable Class B Common Stock Net loss allocable to non-redeemable Class B Common Stock $ (300,888) Denominator: Weighted Average Non-Redeemable Class B Common Stock 4,639,769 Basic and diluted net loss per share, Non-Redeemable Class B $ (0.06) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of income tax provision | December 31, 2022 2021 Federal Current $ 455,437 $ — Deferred 326,534 (89,736) Change in valuation allowance (326,534) 89,736 Income tax provision $ 455,437 $ — |
Schedule of net deferred tax assets | December 31, 2022 2021 Deferred tax asset Net operating loss carryforward $ — 34,164 Startup/Organization expenses 416,270 55,572 Total deferred tax assets 416,270 89,736 Valuation allowance $ (416,270) (89,736) Deferred tax asset, net of allowance — — |
Schedule of income tax benefit differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income | December 31, 2022 2021 Statutory federal income tax rate 21.0 % 21.0 % Valuation allowance 53.2 (21.0) Effective tax rate 74.2 % 0.0 % |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | 10 Months Ended | 12 Months Ended | ||
Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Feb. 28, 2023 | |
Description of Organization and Business Operations | ||||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |||
Sale of stock issue price per share | $ 10 | |||
Proceeds from Issuance Initial Public Offering | $ 172,500,000 | |||
Proceeds from sale of Private Placement Warrants | $ 9,500,000 | $ 0 | ||
Other offering costs | (330,447) | |||
Deferred underwriting commissions | 6,037,500 | $ 6,037,500 | ||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80% | |||
Minimum net worth to consummate business combination | $ 5,000,001 | |||
Expenses payable on dissolution | $ 100,000 | |||
Minimum notice period which public shares shall be redeemed | 15 months | |||
Percentage of public shares to be redeemed | 100% | |||
Cash | 1,454,762 | $ 236,151 | ||
Working capital deficit | $ 755,241 | |||
Sponsor | ||||
Description of Organization and Business Operations | ||||
Aggregate proceeds held in the Trust Account | $ 1,725,000 | |||
Price per share | $ 0.10 | |||
Private Placement Warrants | ||||
Description of Organization and Business Operations | ||||
Class of warrants or rights warrants issued during the period units | 6,333,333 | |||
Class of warrants or rights warrants issued issue price per warrant | $ 1.50 | |||
Proceeds from sale of Private Placement Warrants | $ 9,500,000 | |||
IPO | ||||
Description of Organization and Business Operations | ||||
Stock issued during the period shares | 17,250,000 | |||
Sale of stock issue price per share | $ 10 | |||
Transaction costs | $ 10,431,114 | |||
Deferred underwriting fees | 6,037,500 | |||
Upfront underwriting fees | 3,450,000 | $ 3,450,000 | ||
Other offering costs | $ 943,614 | |||
Period from the closing of the initial public offering within which the consummate the initial business combination | 18 months | |||
IPO | Public Warrants | ||||
Description of Organization and Business Operations | ||||
Class of warrant or right, Number of securities called by each warrant or right | 8,625,000 | |||
IPO | Private Placement Warrants | ||||
Description of Organization and Business Operations | ||||
Proceeds from Issuance or Sale of Equity | $ 175,950,000 | |||
Deferred underwriting commissions | $ 6,037,500 | |||
Over-Allotment Option | ||||
Description of Organization and Business Operations | ||||
Stock issued during the period shares | 2,250,000 | |||
Private Placement | Sponsor | ||||
Description of Organization and Business Operations | ||||
Class of warrant or right, exercise price of warrants or rights | $ 1.50 | |||
Number of warrants issued | 1,150,000 | |||
Class A common stock | ||||
Description of Organization and Business Operations | ||||
Common stock par value (per share) | $ 0.0001 | $ 0.0001 | ||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | |||
Period within which business combination shall be consummated from the consummation of initial public offer | 15 months | |||
Class A common stock | Public Shares | ||||
Description of Organization and Business Operations | ||||
Common stock par value (per share) | $ 0.0001 | |||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | |||
Period within which business combination shall be consummated from the consummation of initial public offer | 15 months | |||
Class A common stock | Public Warrants | ||||
Description of Organization and Business Operations | ||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |||
Class A common stock | Private Placement Warrants | ||||
Description of Organization and Business Operations | ||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |||
Class A common stock | IPO | ||||
Description of Organization and Business Operations | ||||
Stock issued during the period shares | 17,250,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||
Nov. 29, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Summary Of Significant Accounting Policies | ||||||
Cash and cash equivalents | $ 1,454,762 | $ 1,454,762 | $ 1,454,762 | $ 236,151 | ||
Term of restricted investments | 180 days | |||||
Federal depository insurance coverage | 250,000 | |||||
Additional Paid in Capital | $ 0 | 0 | 0 | 0 | ||
Dilutive securities | $ 0 | 0 | 0 | |||
Unrecognized tax benefits | 0 | 0 | 0 | 0 | 0 | |
Accrued for the payment of interest and penalties | 0 | $ 0 | 0 | 0 | $ 0 | |
IPO | ||||||
Summary Of Significant Accounting Policies | ||||||
Offering costs | 10,431,114 | 10,431,114 | 10,431,114 | |||
Deferred underwriting fees | 6,037,500 | 6,037,500 | 6,037,500 | |||
Upfront underwriting fees | $ 3,450,000 | 3,450,000 | ||||
Other offering costs | 943,614 | 943,614 | 943,614 | |||
Additional Paid in Capital | $ 330,447 | $ 330,447 | $ 330,447 | |||
Class B common stock | Over-Allotment Option | ||||||
Summary Of Significant Accounting Policies | ||||||
Weighted average number of shares, Common stock subject to repurchase or cancellation | 562,500 | 562,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Of Temporary Equity (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Nov. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Temporary Equity | |||
Gross proceeds | $ 172,500,000 | ||
Fair value of Public Warrants at issuance | $ (9,500,000) | $ 0 | |
Fair value of public warrants | (4,672,162) | ||
Class A Common stock subject to redemption | |||
Temporary Equity | |||
Gross proceeds | 172,500,000 | 172,500,000 | |
Class A common stock issuance costs | (10,100,667) | (10,100,667) | |
Fair value of public warrants | (4,672,162) | (4,672,162) | |
Re-measurement of carrying value to redemption value | 18,222,829 | 18,222,829 | |
Accretion of trust earnings | 1,717,994 | ||
Class A common stock subject to possible redemption | $ 175,950,000 | $ 177,667,994 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of A reconciliation of net loss per ordinary share (Details) - USD ($) | 10 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Redeemable Class A Common Stock | ||
Numerator: Net loss allocable to Redeemable Class A Common Stock | $ (427,312) | $ 158,386 |
Non-Redeemable Class B Common Stock | ||
Numerator: Net loss allocable to non-redeemable Class B Common Stock | (427,312) | 158,386 |
Redeemable Common Class A | ||
Redeemable Class A Common Stock | ||
Numerator: Net loss allocable to Redeemable Class A Common Stock | $ (126,424) | $ 126,709 |
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock | ||
Weighted average shares outstanding , basic | 1,949,486 | 17,250,000 |
Basic net loss per share | $ (0.06) | $ 0.01 |
Weighted average shares outstanding, diluted | 1,949,486 | 17,250,000 |
Diluted net loss per share | $ (0.06) | $ 0.01 |
Non-Redeemable Class B Common Stock | ||
Numerator: Net loss allocable to non-redeemable Class B Common Stock | $ (126,424) | $ 126,709 |
Net loss allocable to non-redeemable Class B Common Stock | ||
Weighted average shares outstanding , basic | 1,949,486 | 17,250,000 |
Weighted average shares outstanding, diluted | 1,949,486 | 17,250,000 |
Basic net loss per share | $ (0.06) | $ 0.01 |
Diluted net loss per share | $ (0.06) | $ 0.01 |
Non-Redeemable Class B Common Stock | ||
Redeemable Class A Common Stock | ||
Numerator: Net loss allocable to Redeemable Class A Common Stock | $ (300,888) | $ 31,677 |
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock | ||
Weighted average shares outstanding , basic | 4,639,769 | 4,312,500 |
Basic net loss per share | $ (0.06) | $ 0.01 |
Weighted average shares outstanding, diluted | 4,639,769 | 4,312,500 |
Diluted net loss per share | $ (0.06) | $ 0.01 |
Non-Redeemable Class B Common Stock | ||
Numerator: Net loss allocable to non-redeemable Class B Common Stock | $ (300,888) | $ 31,677 |
Net loss allocable to non-redeemable Class B Common Stock | ||
Weighted average shares outstanding , basic | 4,639,769 | 4,312,500 |
Weighted average shares outstanding, diluted | 4,639,769 | 4,312,500 |
Basic net loss per share | $ (0.06) | $ 0.01 |
Diluted net loss per share | $ (0.06) | $ 0.01 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Nov. 29, 2021 | Dec. 31, 2022 |
Initial Public Offering | ||
Shares issued, Price per share | $ 10 | |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
IPO | ||
Initial Public Offering | ||
Stock issued during the period shares | 17,250,000 | |
Shares issued, Price per share | $ 10 | |
IPO | Public Warrants | ||
Initial Public Offering | ||
Class of warrant or right, Number of securities called by each warrant or right | 8,625,000 | |
Over-Allotment Option | ||
Initial Public Offering | ||
Stock issued during the period shares | 2,250,000 | |
Common Class A [Member] | Public Warrants | ||
Initial Public Offering | ||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
Common Class A [Member] | IPO | ||
Initial Public Offering | ||
Stock issued during the period shares | 17,250,000 | |
Common stock, Conversion basis | Each Unit consists of one share of Class A common stock, an aggregate of 17,250,000 shares, and one-half of one redeemable warrant (“Public Warrant |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 10 Months Ended | 12 Months Ended | |||||
Nov. 29, 2021 | Sep. 24, 2021 | May 04, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Feb. 28, 2023 | May 24, 2021 | |
Related Party Transaction | ||||||||
Stock issued during period, Value, Issued for services | $ 25,000 | |||||||
Assets | $ 0 | 177,993,691 | $ 178,655,328 | |||||
Stock repurchased during period, Value | 6,250 | |||||||
Proceeds from issuance of warrants | 9,500,000 | $ 0 | ||||||
Class of warrant or right, Exercise price of warrants or rights | $ 11.50 | |||||||
Period from the closing of the Initial Public Offering within which the Business combination shall be completed | 15 months | |||||||
Due to related party | 18,289 | $ 0 | ||||||
Working Capital Loans | ||||||||
Related Party Transaction | ||||||||
Debt instrument, Convertible, Carrying amount of equity component | $ 1,500,000 | |||||||
Debt instrument, Convertible, Conversion price | $ 1.50 | |||||||
Bank Overdrafts | $ 0 | |||||||
Services Provided Through The Administrative Services Agreement | ||||||||
Related Party Transaction | ||||||||
Due to related party | $ 10,549 | |||||||
Private Placement Warrants | ||||||||
Related Party Transaction | ||||||||
Proceeds from issuance of warrants | $ 9,500,000 | |||||||
Lock in period | 30 days | |||||||
Sponsor | ||||||||
Related Party Transaction | ||||||||
Stock issued during period, Value, Issued for services | $ 25,000 | |||||||
Sponsor | Promissory Note | ||||||||
Related Party Transaction | ||||||||
Debt instrument, Face amount | $ 300,000 | |||||||
Debt instrument, Interest rate terms | no | |||||||
Debt instrument, Maturity date, Description | payable on the earlier of June 30, 2022 or the completion of the Initial Public Offering (the “Maturity Date”) | |||||||
Notes payable, Related parties, Current | 18,289 | $ 0 | ||||||
Sponsor | Founder Shares | ||||||||
Related Party Transaction | ||||||||
Stock issued during period, Shares, Issued for services | 5,750,000 | |||||||
Stock issued during period, Value, Issued for services | $ 25,000 | |||||||
Sponsor | Private Placement | ||||||||
Related Party Transaction | ||||||||
Class of warrant or right, Exercise price of warrants or rights | $ 1.50 | |||||||
Sponsor And Directors | Private Placement | Private Placement Warrants | ||||||||
Related Party Transaction | ||||||||
Class of warrant or right, Warrants issued during period | 6,333,333 | |||||||
Class of warrant or right, Warrants issued during period, Price per warrant | $ 1.50 | |||||||
Proceeds from issuance of warrants | $ 9,500,000 | |||||||
An Affiliate Of The Sponsor | Services Provided Through The Administrative Services Agreement | ||||||||
Related Party Transaction | ||||||||
Related party transaction, Amounts of transaction | $ 10,000 | |||||||
Related party transaction, General and administrative expenses from transactions with related party | $ 10,549 | $ 122,425 | ||||||
Common Class B [Member] | ||||||||
Related Party Transaction | ||||||||
Common stock, shares issued | 4,312,500 | 4,312,500 | ||||||
Common stock, shares outstanding | 4,312,500 | 4,312,500 | ||||||
Common Class B [Member] | Over-Allotment Option | ||||||||
Related Party Transaction | ||||||||
Common stock, shares outstanding | 750,000 | |||||||
Common stock not subject to forfeiture, Shares | 562,500 | |||||||
Common Class B [Member] | Sponsor | ||||||||
Related Party Transaction | ||||||||
Stock issued during period, Shares, Issued for services | 5,750,000 | |||||||
Stock repurchased during period, Shares | 1,437,500 | |||||||
Stock repurchased during period, Value | $ 6,250 | |||||||
Common stock, Threshold percentage on conversion of shares | 20% | |||||||
Common Class A [Member] | Private Placement Warrants | ||||||||
Related Party Transaction | ||||||||
Class of warrant or right, Number of securities called by each warrant or right | 1 | |||||||
Class of warrant or right, Exercise price of warrants or rights | $ 11.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Under Writing Agreement | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies | |
Percentage of the per unit offering price paid as underwriting discount | 2% |
Percentage of the gross offering proceeds payable as deferred underwriting discount | 3.50% |
Deferred under writing discount payable | $ 6,037,500 |
Warrants (Details)
Warrants (Details) | 12 Months Ended | |
Dec. 31, 2022 $ / shares | Nov. 29, 2021 $ / shares | |
Warrants | ||
Number of days after business combination within which registration statement shall be effective | 60 days | |
Number of days after consummation of business combination within which the securities shall be registered | 15 days | |
Number of days after business combination within which securities registration shall be effective | 60 days | |
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
Warrants and rights outstanding, Term | 5 years | |
Public Warrants | After The Completion Of Business Combination | ||
Warrants | ||
Class of warrant or right, Number of days after which warrants or rights becomes exercisable | 30 days | |
Public Warrants | From The Completion Of Initial Public Offer | ||
Warrants | ||
Class of warrant or right, Number of months after which warrants or rights becomes exercisable | 12 months | |
Class A common stock | Public Warrants | ||
Warrants | ||
Class of warrant or right, exercise price of warrants or rights | $ 11.50 | |
Class A common stock | Public Warrants | Adjusted Exercise Price One | ||
Warrants | ||
Minimum percentage gross proceeds required from issuance of equity | 60 | |
Number of trading days for determining the share price | 20 days | |
Issue price per share | $ 9.20 | |
Stock price trigger for redemption of public warrants | 18 | |
Class of warrants or rights redemption price per unit | $ 0.01 | |
Number of consecutive trading days for determining the share price | 30 days | |
Class A common stock | Public Warrants | Maximum | Adjusted Exercise Price One | ||
Warrants | ||
Adjusted exercise price of warrants as a percentage of newly issued price | 180 | |
Class A common stock | Public Warrants | Minimum | Adjusted Exercise Price One | ||
Warrants | ||
Adjusted exercise price of warrants as a percentage of newly issued price | 115 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Stockholders' Deficit | ||
Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Stockholders' Deficit | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock par value (per share) | $ 0.0001 | $ 0.0001 |
Class A Common stock subject to redemption | ||
Stockholders' Deficit | ||
Temporary equity, shares issued | 17,250,000 | 17,250,000 |
Temporary equity, shares outstanding | 17,250,000 | 17,250,000 |
Class B common stock | ||
Stockholders' Deficit | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock par value (per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 4,312,500 | 4,312,500 |
Common stock, shares outstanding | 4,312,500 | 4,312,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||||
Effective tax rate (as a percent) | 0% | 0% | 0% | 74.20% | |
Statutory tax rate (as a percent) | 21% | 21% | |||
Current income tax expense | $ 455,437 | $ 0 | |||
Operating loss carryforwards, amount | $ 162,682 | $ 162,682 | 0 | 162,682 | |
Change in valuation allowance | $ 89,736 | $ 326,534 | $ (89,736) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||
Current | $ 455,437 | ||
Deferred | 326,534 | $ (89,736) | |
Change in valuation allowance | $ (89,736) | (326,534) | 89,736 |
Income tax provision | $ 455,437 | $ 0 |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes | ||
Net operating loss carryforward | $ 34,164 | |
Startup/Organization expenses | $ 416,270 | 55,572 |
Total deferred tax assets | 416,270 | 89,736 |
Valuation allowance | $ (416,270) | $ (89,736) |
Income Taxes - U.S. federal inc
Income Taxes - U.S. federal income tax rate to pretax Income (Details) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Income Taxes | ||||
Statutory federal income tax rate | 21% | 21% | ||
Valuation allowance | (21.00%) | 53.20% | ||
Effective tax rate | 0% | 0% | 0% | 74.20% |