Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41090 | |
Entity Registrant Name | LEGATO MERGER CORP. II | |
Entity Central Index Key | 0001883814 | |
Entity Tax Identification Number | 87-1783910 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 777 Third Avenue | |
Entity Address, Address Line Two | 37th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | (212) | |
Local Phone Number | 319-7676 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 35,911,000 | |
Units, each consisting of one share of Common Stock and one-half of one redeemable warrant | ||
Title of 12(b) Security | Units, each consisting of one share of Common Stock and one-half of one redeemable warrant | |
Trading Symbol | LGTOU | |
Security Exchange Name | NASDAQ | |
Common Stock, par value $0.0001 per share | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | LGTO | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, exercisable for shares of Common Stock at an exercise price of $11.50 per share | ||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | LGTOW | |
Security Exchange Name | NASDAQ |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Current Assets: | |||
Cash | $ 422,073 | $ 1,100,031 | |
Prepaid expenses | 245,835 | 416,012 | |
Total current assets | 667,908 | 1,516,043 | |
Investments held in Trust Account | 281,506,666 | 280,164,163 | |
Total assets | 282,174,574 | 281,680,206 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 33,359 | 5,719 | |
Franchise tax payable | 103,400 | 77,582 | |
Income taxes payable | 24,730 | ||
Total current liabilities | 161,489 | 83,301 | |
Deferred underwriting commissions | 9,660,000 | 9,660,000 | |
Total liabilities | 9,821,489 | 9,743,301 | |
Common stock subject to possible redemption, $0.0001 par value; 50,000,000 shares authorized, 27,600,000 shares at redemption value at $10.20 and $10.15 per share as of September 30, 2022 and December 31, 2021, respectively | [1] | 281,382,502 | 280,140,000 |
Stockholders’ deficit: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Common stock, $0.0001 par value; 50,000,000 shares authorized, 8,311,000 non-redeemable shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) | [2] | 831 | 831 |
Additional paid-in capital | |||
Accumulated deficit | (9,030,248) | (8,203,926) | |
Total stockholders’ deficit | (9,029,417) | (8,203,095) | |
Total liabilities and stockholders’ deficit | $ 282,174,574 | $ 281,680,206 | |
[1]Total shares outstanding common stock basic and diluted-Public Shares include all shares in the public offering, as well as the private placement units, inclusive of the full exercise of the overallotment option.[2]Total shares outstanding of common stock, basic and diluted-Founders Shares include all Founders Shares, as well as Representative Shares, inclusive of the full exercise of the overallotment option. |
CONSOLIDATED CONDENSED BALANC_2
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Authorized | 50,000,000 | 50,000,000 |
Common shares subject to possible redemption | 27,600,000 | 27,600,000 |
Temporary Equity, Redemption Price Per Share | $ 10.20 | $ 10.15 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 8,311,000 | 8,311,000 |
Common stock, shares outstanding | 8,311,000 | 8,311,000 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | ||
Income Statement [Abstract] | ||||
General and administrative costs | $ (276,080) | $ (549) | $ (1,025,775) | |
Loss from operations | (276,080) | (549) | (1,025,775) | |
Other income: | ||||
Investment income on Trust Account | 1,406,789 | 1,785,385 | ||
Gain (loss) before income tax provision | 1,130,709 | (549) | 759,610 | |
Provision for income taxes | (279,080) | (343,430) | ||
Net Income (Loss) | $ 851,629 | $ (549) | $ 416,180 | |
Weighted average shares outstanding of common stock, basic and diluted-Public Shares | [1] | 28,771,000 | 28,771,000 | |
Basic and diluted net loss per share, Public Shares | $ 0.02 | $ 0.01 | ||
Weighted average shares outstanding of common stock, basic and diluted-Founders Shares | [2] | 7,140,000 | 6,240,000 | 7,140,000 |
Basic and diluted net loss per share, Founders Shares | 0.02 | (0.01) | 0.01 | |
[1]Weighted average shares outstanding common stock, basic and diluted-Public Shares include all shares in the public offering, as well as the private placement units, inclusive of the full exercise of the overallotment option.[2]Weighted average shares outstanding of common stock, basic and diluted-Founders Shares include all Founders Shares, as well as Representative Shares, inclusive of the full exercise of the overallotment option. |
CONSOLIDATED CONDENSED STATEM_2
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at July 14, 2021 (inception) (unaudited) at Jul. 13, 2021 | ||||
Beginning balance, shares at Jul. 13, 2021 | ||||
Common shares issued to initial stockholders | $ 690 | 24,310 | 25,000 | |
Common shares issued to initial stockholders, shares | 6,900,000 | |||
Issuance of Representative Shares | $ 24 | 846 | 870 | |
Issuance of Representative Shares, shares | 240,000 | |||
Net loss | (549) | (549) | ||
Ending balance, value at Sep. 30, 2021 | $ 714 | 25,156 | (549) | 25,321 |
Ending balance, shares at Sep. 30, 2021 | 7,140,000 | |||
Balance at July 14, 2021 (inception) (unaudited) at Dec. 31, 2021 | $ 831 | (8,203,926) | (8,203,095) | |
Beginning balance, shares at Dec. 31, 2021 | 8,311,000 | |||
Accretion - increase in redemption value of common stock subject to redemption | (1,242,502) | (1,242,502) | ||
Net loss | 416,180 | 416,180 | ||
Ending balance, value at Sep. 30, 2022 | $ 831 | (9,030,248) | (9,029,417) | |
Ending balance, shares at Sep. 30, 2022 | 8,311,000 | |||
Balance at July 14, 2021 (inception) (unaudited) at Jun. 30, 2022 | $ 831 | (8,794,605) | (8,793,774) | |
Beginning balance, shares at Jun. 30, 2022 | 8,311,000 | |||
Accretion - increase in redemption value of common stock subject to redemption | (1,087,272) | (1,087,272) | ||
Net loss | 851,629 | 851,629 | ||
Ending balance, value at Sep. 30, 2022 | $ 831 | $ (9,030,248) | $ (9,029,417) | |
Ending balance, shares at Sep. 30, 2022 | 8,311,000 |
CONSOLIDATED CONDENSED STATEM_3
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | |
Cash flow from operating activities | ||
Net income (Loss) | $ (549) | $ 416,180 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Investment income on Trust Account | (1,785,385) | |
Changes in operating assets and liabilities: | ||
Prepaid expense | 170,177 | |
Accounts payable | 27,640 | |
Franchise tax payable | 25,818 | |
Income tax payable | 24,730 | |
Net cash used in operating activities | (549) | (1,120,840) |
Cash flow from investing activities | ||
Cash withdrawn from trust account | 442,882 | |
Net cash provided by investing activities | 442,882 | |
Cash flows from financing activities | ||
Proceeds from sale of shares of common stock to initial stockholder | 12,500 | |
Offering costs paid | (67,337) | |
Proceeds from stockholder note | 65,000 | |
Net cash provided by financing activities | 10,163 | |
Net change in cash and cash equivalents | 9,614 | (677,958) |
Cash at beginning of period | 1,100,031 | |
Cash at end of period | 9,614 | 422,073 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred offering costs paid by the initial stockholder in exchange for common stock | 12,500 | |
Issuance of Representative Shares (see Note 8) | $ 870 |
Organization and Plan of Busine
Organization and Plan of Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Plan of Business Operations | Note 1 — Organization and Plan of Business Operations Legato Merger Corp. II (the “Company”) was incorporated in Delaware on July 14, 2021 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, although it has focused its search on target businesses in the infrastructure, engineering and construction, industrial and renewables industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On May 25, 2022, the Company, Legato Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Southland Holdings LLC, a Texas limited liability company (“Southland”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, upon the closing (“Closing”) of the transactions contemplated by the Merger Agreement (the “Transactions”), Merger Sub will merge with and into Southland (the “Merger”), with Southland being the surviving entity of the Merger (“Surviving Company”) and becoming a wholly owned subsidiary of the Company. In connection therewith, the members of Southland (“Southland Members”) will receive shares of common stock, par value $ 0.0001 At September 30, 2022, the Company had not yet commenced any operations. All activity through September 30, 2022 relates to the Company’s formation, the public offering described below, the search for a target business with which to consummate a Business Combination and entering into the Merger Agreement with Southland. The registration statement for the Company’s Initial Public Offering was declared effective on November 22, 2021. On November 24, 2021, the Company consummated the offering of 24,000,000 10.00 240,000,000 1,045,500 10.00 10,450,000 13,680,526 4,800,000 8,400,000 480,526 3,600,000 3,600,000 10.00 36,000,000 126,000 10.00 1,260,000 15,660,526 5,520,000 9,660,000 Following the closing of the Initial Public Offering, the over-allotment and the Private Placement, $280,140,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the consummation of a Business Combination; (ii) the redemption of any shares sold in the Initial Public Offering (“Public Shares”) in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay the Company’s tax obligations, if the Company is unable to complete an initial Business Combination within the Combination Period or upon any earlier liquidation of the Company. 80 50 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 The Company will also provide its stockholders with the opportunity to redeem all or a portion of their Public Shares in connection with any stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of Public Shares if it does not complete an initial Business Combination within the Combination Period. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants in connection with such a stockholder vote to approve such an amendment to the Company’s Amended and Restated Certificate of Incorporation. The Company will have until the expiration of the Combination Period to consummate its initial Business Combination. If the Company is unable to consummate a Business Combination within the Combination Period and stockholders do not otherwise extend the Combination Period by approving an amendment to the Company’s Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the Trust Account not previously released to the Company to pay its tax obligations and up to $ 100,000 The Insiders have agreed to waive their redemption rights with respect to any Founder Shares and Private Shares, as applicable, (i) in connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption as provided in its charter, and (iii) if the Company fails to consummate a Business Combination within the Combination Period. The Insiders have also agreed to waive their redemption rights with respect to any Public Shares held by them in connection with the consummation of a Business Combination and in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation as described above. However, the Insiders will be entitled to redemption rights with respect to Public Shares if the Company fails to consummate a Business Combination or liquidates within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Initial Public Offering. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. Crescendo Advisors, LLC, an entity affiliated with Mr. Rosenfeld, the Company’s Chief SPAC Officer, has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.15 per share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to it. However, the Company has not independently verified whether Crescendo Advisors LLC has sufficient funds to satisfy its indemnity obligations, the Company has not asked it to reserve for such obligations, and the Company does not believe it has any significant liquid assets. Liquidity, Capital Resources, and Going Concern As of September 30, 2022, the Company had $ 422,073 506,419 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $ 25,000 65,000 31,500 The Company intends to use substantially all of the funds held in the Trust Account (excluding deferred underwriting commissions and interest to pay taxes) to acquire a target business or businesses and to pay its expenses relating thereto. To the extent that the Company’s common stock is used in whole or in part as consideration to affect the Business Combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business or businesses. In addition, in order to finance transaction costs in connection with a Business Combination, the Insiders or their affiliates may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2022 and December 31, 2021, there were no Until the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. If the Company’s estimates 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 a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. In order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders and their affiliates may, but are not obligated to, loan it funds as may be required. If the Company completes a Business Combination, the Company would repay such loaned amounts. In the event that a Business Combination does not close, the Company may use any funds available to it outside of the Trust Account to repay any such loaned amounts. 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, suspending the pursuit of a potential transaction. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying offering costs including existing accounts payable and accrued expenses and attempting to consummate the Business Combination with Southland. The Company has until May 24, 2023 to consummate an initial Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by such time period. If a Business Combination is not consummated within such time period and stockholders do not otherwise approve an amendment to the charter to extend such date, there will be a mandatory liquidation and subsequent dissolution. The date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these unaudited consolidated condensed financial statements are issued. The unaudited consolidated condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management plans to address this substantial doubt by completing a business combination by the mandatory liquidation date. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2022, and for the Period from July 14, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 17, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited consolidated condensed financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be a cash equivalent. The Company had no Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (the 27,600,000 The Company recognizes changes in redemption value as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognizes changes in the redemption value as a accretion as reflected on the accompanying unaudited consolidated condensed statements of changes in stockholders’ deficit. Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Upon the completion of the Initial Public Offering, costs associated with the common stock issued were charged against their carrying value. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax assets were deemed de minimis as of September 30, 2022 and December 31, 2021. Net Income per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period (the public and private shares, inclusive of the full exercise of the overallotment option). The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 14,385,000 The following table reflects the calculation of basic and diluted net income per common share (in dollars): Schedule Of Earnings Per Share Basic And Diluted For the Three Months For the Nine Months For the Period from July 14, 2021 (inception) through Public Founders Public Founders Public Founders Basic and diluted net income per common share Numerator: Allocation of net income as adjusted $ 682,304 $ 169,325 $ 333,433 $ 82,747 - (549) Denominator: Basic weighted average shares outstanding $ 28,771,000 $ 7,140,000 $ 28,771,000 $ 7,140,000 - $ 6,240,000 Basic and diluted net loss per common share $ 0.02 $ 0.02 $ 0.01 $ 0.01 - $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the consolidated condensed balance sheets, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets and liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company has concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, on November 24, 2021, the Company sold 24,000,000 10.00 11.50 On December 1, 2021, the Company consummated the closing of the sale of an additional 3,600,000 10.00 36,000,000 |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the Initial Public Offering, the initial stockholders and EBC purchased an aggregate of 1,045,000 10.00 10,450,000 On December 1, 2021, the Company consummated the closing of the sale of an additional 126,000 10.00 1,260,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founders Shares In July 2021, the Company issued an aggregate of 5,750,000 25,000 0.2 6,900,000 240,000 7,140,000 900,000 900,000 The holders of the Founder Shares have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until the earlier of 180 days after the date of the consummation of an initial Business Combination and the date on which the closing price of the common stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Administrative Service Fee The Company presently occupies office space provided by an entity controlled by Crescendo Advisors II, LLC. Such entity agreed that until the Company consummates a Business Combination, it will make such office space, as well as general and administrative services including utilities and administrative support, available to the Company as may be required by the Company from time to time. The Company agreed to pay an aggregate of $ 15,000 45,000 135,000 Note — Related Party On August 23, 2021, Eric Rosenfeld, the Company’s Chief SPAC Officer, issued a $ 65,000 On November 5, 2021, Mr. Rosenfeld issued a $ 31,500 Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the option of the lender, converted into units, which would be identical to the Private Units, upon consummation of a Business Combination. In the event that a Business Combination does not close, the Company may use a portion of the 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. As of September 30, 2022, and December 31, 2021, no |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the unaudited consolidated condensed financial statements. The unaudited consolidated condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited consolidated condensed financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited consolidated condensed financial statements. Registration Rights The holders of the founders’ shares and representative shares issued and outstanding on the date of Public Offering, as well as the holders of the Private Units and any units the Company’s initial stockholders, officers, directors or their affiliates may be issued in payment of Working Capital Loans made to it (and all underlying securities), are entitled to registration rights pursuant to an agreement signed on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the founders’ shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the representative shares, Private Units and units issued to the Company’s initial stockholders, officers, directors or their affiliates in payment of working capital loans made to it (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. Notwithstanding anything to the contrary, EBC may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a business combination; provided, however, that EBC may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to be paid cash underwriting commissions of 2.00 EarlyBirdCapital is also entitled to a deferred underwriting commission of 3.50 On November 29, 2021, the underwriters exercised their over-allotment option in full to purchase an additional 3,600,000 3,600,000 10.00 36,000,000 126,000 10.00 1,260,000 The underwriters were paid $ 5,520,000 9,660,000 |
Common Stock Subject to Possibl
Common Stock Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Common Stock Subject To Possible Redemption | |
Common Stock Subject to Possible Redemption | Note 7 — Common Stock Subject to Possible Redemption The Company’s common stock sold in the Initial Public Offering features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 50,000,000 0.0001 27,600,000 As of September 30, 2022 and December 31, 2021, common stock reflected on the consolidated condensed balance sheets are reconciled on the following table: Schedule of common stock reflected on the consolidated condensed balance sheets Gross Proceeds $ 276,000,000 Less: Proceeds allocated to public warrants (12,834,000 ) Common stock issuance cost (15,660,526 ) Plus: Accretion of carrying value to redemption value 32,634,526 Common Stock subject to possible redemption, December 31, 2021 $ 280,140,000 Accretion – increase in redemption value of common stock subject to redemption 1,242,502 Common Stock subject to possible redemption, September 30, 2022 $ 281,382,502 |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 8 — Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 0.0001 no Common Stock The Company is authorized to issue 50,000,000 0.0001 35,911,000 240,000 6,900,000 27,600,000 1,171,000 All of the Founder Shares were placed into an escrow account on the closing of the Initial Public Offering. Subject to certain limited exceptions, these shares will not be released from escrow until the earlier of 180 days after the date of the consummation of an initial Business Combination and the date on which the closing price of the common stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Representative Shares The Company has issued to the designees of EBC 240,000 870 Warrants As of September 30, 2022 and December 31, 2021, the Company has 13,800,000 522,500 The Warrants have an exercise price of $ 11.50 5 The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Redemption of Warrants: - in whole and not in part; - at a price of $0.01 per warrant; - upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and - if, and only if, the last reported sale price of common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 trading day period commencing once the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the common stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those of shares is available throughout the 30-day redemption period or the Company has elected to require the exercise of the warrants on a “cashless basis”. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2022, and December 31, 2021, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: September 30, 2022 Schedule of fair value measurements Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 281,506,666 $ - $ - December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 280,164,163 $ - $ - Level 1 assets include investments comprised solely of U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the three and nine months ended September 30, 2022, or from the Period from July 14, 2021 (inception) through September 30, 2021. |
Merger Agreement
Merger Agreement | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Merger Agreement | Note 10 — Merger Agreement On May 25, 2022, the Company, Merger Sub and Southland entered into the Merger Agreement. Pursuant to the Merger Agreement, upon the Closing of the Transactions, Merger Sub will merge with and into Southland, with Southland being the surviving entity of the Merger and becoming a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, at the Effective Time (as defined below), by virtue of the Merger and without any further action on the part of the parties to the Merger Agreement, each Southland Membership Interest (expressed as a percentage) issued and outstanding immediately before the effective time of the Merger (the “Effective Time”) will be converted into and become the right to receive (I) a number of shares of the Company’s Common Stock (the “Per Membership Interest Merger Consideration”) equal to (a) (i) $ 343,000,000 10.15 105,000,000 10.15 50,000,000 50,000,000 The Merger Agreement provides for the payment of up to an aggregate of 10,344,828 If, for the fiscal year of the Company ending December 31, 2022, Legato has Adjusted EBITDA equal to or greater than $ 125,000,000 3,448,276 145,000,000 5,172,414 If, for the fiscal year of the Company ending December 31, 2023, Legato has Adjusted EBITDA equal to or greater than $ 145,000,000 3,448,276 165,000,000 5,172,414 The Closing is expected to occur in the second half of 2022, following receipt of the required stockholder approval by the Company, Southland Member approval and the fulfilment of certain other conditions set forth in the Merger Agreement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions occurred after the unaudited consolidated condensed balance sheet date and up to the date the unaudited consolidated condensed interim financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited consolidated condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2022, and for the Period from July 14, 2021 (inception) through September 30, 2021 are not necessarily indicative of the results that may be expected through December 31, 2022 or any future periods. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 17, 2022. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited consolidated condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the unaudited consolidated condensed financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be a cash equivalent. The Company had no |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (the 27,600,000 The Company recognizes changes in redemption value as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognizes changes in the redemption value as a accretion as reflected on the accompanying unaudited consolidated condensed statements of changes in stockholders’ deficit. |
Offering Costs | Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Upon the completion of the Initial Public Offering, costs associated with the common stock issued were charged against their carrying value. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax assets were deemed de minimis as of September 30, 2022 and December 31, 2021. |
Net Income per Common Share | Net Income per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period (the public and private shares, inclusive of the full exercise of the overallotment option). The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 14,385,000 The following table reflects the calculation of basic and diluted net income per common share (in dollars): Schedule Of Earnings Per Share Basic And Diluted For the Three Months For the Nine Months For the Period from July 14, 2021 (inception) through Public Founders Public Founders Public Founders Basic and diluted net income per common share Numerator: Allocation of net income as adjusted $ 682,304 $ 169,325 $ 333,433 $ 82,747 - (549) Denominator: Basic weighted average shares outstanding $ 28,771,000 $ 7,140,000 $ 28,771,000 $ 7,140,000 - $ 6,240,000 Basic and diluted net loss per common share $ 0.02 $ 0.02 $ 0.01 $ 0.01 - $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the consolidated condensed balance sheets, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets and liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statement. |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company has concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule Of Earnings Per Share Basic And Diluted | Schedule Of Earnings Per Share Basic And Diluted For the Three Months For the Nine Months For the Period from July 14, 2021 (inception) through Public Founders Public Founders Public Founders Basic and diluted net income per common share Numerator: Allocation of net income as adjusted $ 682,304 $ 169,325 $ 333,433 $ 82,747 - (549) Denominator: Basic weighted average shares outstanding $ 28,771,000 $ 7,140,000 $ 28,771,000 $ 7,140,000 - $ 6,240,000 Basic and diluted net loss per common share $ 0.02 $ 0.02 $ 0.01 $ 0.01 - $ (0.00 ) |
Common Stock Subject to Possi_2
Common Stock Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Common Stock Subject To Possible Redemption | |
Schedule of common stock reflected on the consolidated condensed balance sheets | Schedule of common stock reflected on the consolidated condensed balance sheets Gross Proceeds $ 276,000,000 Less: Proceeds allocated to public warrants (12,834,000 ) Common stock issuance cost (15,660,526 ) Plus: Accretion of carrying value to redemption value 32,634,526 Common Stock subject to possible redemption, December 31, 2021 $ 280,140,000 Accretion – increase in redemption value of common stock subject to redemption 1,242,502 Common Stock subject to possible redemption, September 30, 2022 $ 281,382,502 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements | Schedule of fair value measurements Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 281,506,666 $ - $ - December 31, 2021 Description Quoted Significant Significant Assets: Investments held in Trust Account – Money Market Fund $ 280,164,163 $ - $ - |
Organization and Plan of Busi_2
Organization and Plan of Business Operations (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Dec. 01, 2021 | Nov. 29, 2021 | Nov. 24, 2021 | Sep. 30, 2022 | May 25, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock, par value | $ 0.0001 | |||||
Transaction costs | $ 15,660,526 | $ 13,680,526 | ||||
Underwriting fees | 5,520,000 | 4,800,000 | ||||
Deferred underwriting fees | $ 9,660,000 | 8,400,000 | ||||
Other offering costs | $ 480,526 | |||||
Trust account description | Initial Public Offering, the over-allotment and the Private Placement, $280,140,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the consummation of a Business Combination; (ii) the redemption of any shares sold in the Initial Public Offering (“Public Shares”) in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay the Company’s tax obligations, if the Company is unable to complete an initial Business Combination within the Combination Period or upon any earlier liquidation of the Company. | |||||
Percentage of asset held in trust account | 80% | |||||
Business combination, percentage of voting securities | 50% | |||||
Net tangible assets | $ 5,000,001 | |||||
Tax obligations | 100,000 | |||||
Cash | 422,073 | |||||
Working capital | 506,419 | |||||
Payment of initial stockholder | 25,000 | |||||
Working capital loan outstanding | 0 | $ 0 | ||||
Chief S P A C Officer [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Notes payable releated parties | 31,500 | |||||
Founder Shares [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Notes payable releated parties | $ 65,000 | |||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued in transaction (in Shares) | 24,000,000 | |||||
Sale of stock price | $ 10 | |||||
Proceeds amount | $ 240,000,000 | |||||
Private Placement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued in transaction (in Shares) | 126,000 | 1,045,500 | ||||
Sale of stock price | $ 10 | $ 10 | ||||
Proceeds amount | $ 1,260,000 | $ 10,450,000 | ||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares issued in transaction (in Shares) | 3,600,000 | |||||
Sale of stock price | $ 10 | |||||
Proceeds amount | $ 36,000,000 | |||||
Repurchase of additional shares | 3,600,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Public Shares [Member] | |||
Numerator: | |||
Allocation of net income as adjusted | $ 682,304 | $ 333,433 | |
Denominator: | |||
Basic weighted average shares outstanding | 28,771,000 | 28,771,000 | |
Basic and diluted net loss per common share | $ 0.02 | $ 0.01 | |
Founder Shares [Member] | |||
Numerator: | |||
Allocation of net income as adjusted | $ 169,325 | $ (549) | $ 82,747 |
Denominator: | |||
Basic weighted average shares outstanding | 7,140,000 | 6,240,000 | 7,140,000 |
Basic and diluted net loss per common share | $ 0.02 | $ 0 | $ 0.01 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Temporary equity, shares at redemption | 27,600,000 | 27,600,000 |
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued for interest and penalties | 0 | $ 0 |
FDIC insure limits | $ 250,000 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Warrants sold | 14,385,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 1 Months Ended | |
Dec. 01, 2021 | Nov. 24, 2021 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 24,000,000 | |
Sale price | $ 10 | |
Warrants exercise price | $ 11.50 | |
Proceeds amount | $ 240,000,000 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares sold | 3,600,000 | |
Sale price | $ 10 | |
Proceeds amount | $ 36,000,000 |
Private Placement (Details Narr
Private Placement (Details Narrative) - Private Placement [Member] - USD ($) | 1 Months Ended | |
Dec. 01, 2021 | Nov. 24, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Shares issued in transaction (in Shares) | 126,000 | 1,045,000 |
Sale of stock price | $ 10 | $ 10 |
Proceeds amount | $ 1,260,000 | $ 10,450,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Dec. 01, 2021 | Nov. 05, 2021 | Nov. 22, 2021 | Aug. 23, 2021 | Jul. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Dividends payable (in Dollars per share) | $ 0.2 | |||||||
Stock Issued During Period, Shares | 7,140,000 | |||||||
Common stock subject to forfeiture | $ 900,000 | |||||||
Service fee | $ 45,000 | $ 135,000 | ||||||
Principal amount unsecured promissory note | $ 31,500 | $ 65,000 | ||||||
Working capital loan outstanding | $ 0 | 0 | $ 0 | |||||
Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period, Shares | 6,900,000 | |||||||
Representative Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period, Shares | 240,000 | |||||||
Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock repurchased during period, shares | 5,750,000 | |||||||
Stock repurchased during period, value | $ 25,000 | |||||||
Crescendo Advisors I I L L C [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Services per month | $ 15,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Dec. 01, 2021 | Nov. 29, 2021 | Nov. 24, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of cash underwritng commission | 2% | |||
Percentage of underwriting deferred Commission | 3.50% | |||
Underwriting fees | $ 5,520,000 | |||
Deferred underwriting fees | $ 9,660,000 | $ 8,400,000 | ||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Repurchase of additional shares | 3,600,000 | |||
Sale an additional units (in Shares) | 3,600,000 | |||
Price per share | $ 10 | |||
Sale an additional units (in Amount) | $ 36,000,000 | |||
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale an additional units (in Shares) | 126,000 | 1,045,500 | ||
Price per share | $ 10 | $ 10 | ||
Sale an additional units (in Amount) | $ 1,260,000 | $ 10,450,000 |
Common Stock Subject to Possi_3
Common Stock Subject to Possible Redemption (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common Stock Subject To Possible Redemption | |||
Gross proceeds | $ 276,000,000 | ||
Proceeds allocated to public warrants | (12,834,000) | ||
Common stock issuance cost | (15,660,526) | ||
Accretion of carrying value to redemption value | 32,634,526 | ||
Common Stock subject to possible redemption | $ 281,382,502 | $ 280,140,000 | |
Accretion - increase in redemption value of common stock subject to redemption | $ 1,087,272 | $ 1,242,502 |
Common Stock Subject to Possi_4
Common Stock Subject to Possible Redemption (Details Narrative) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common Stock Subject To Possible Redemption | ||
Temporary Equity, Shares Authorized | 50,000,000 | 50,000,000 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common shares subject to possible redemption | 27,600,000 | 27,600,000 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Nov. 22, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, Par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 35,911,000 | 35,911,000 | ||
Common Stock, Shares Outstanding | 35,911,000 | 35,911,000 | ||
Issuance of representative shares, shares | 7,140,000 | |||
Issuance of representative shares, value | $ 25,000 | |||
Public warrants outstanding | 13,800,000 | 13,800,000 | ||
Private warrants outstanding | 522,500 | 522,500 | ||
Warrants exercise price | $ 11.50 | |||
Warrants term | 5 years | |||
Representative Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued | 240,000 | 240,000 | ||
Issuance of representative shares, shares | 240,000 | |||
Issuance of representative shares, value | $ 870 | |||
Founder Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued | 6,900,000 | 6,900,000 | ||
Issuance of representative shares, shares | 6,900,000 | |||
Public Shares [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued | 27,600,000 | 27,600,000 | ||
Private Units [Member] | ||||
Class of Stock [Line Items] | ||||
Stock Issued | 1,171,000 | 1,171,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - Money Market Fund | $ 281,506,666 | $ 280,164,163 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - Money Market Fund | 281,506,666 | 280,164,163 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - Money Market Fund | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account - Money Market Fund |
Merger Agreement (Details Narra
Merger Agreement (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
May 25, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Cash Consideration | $ 50,000,000 | ||
Earnout consideration, shares | 10,344,828 | ||
Subsequent Event [Member] | Base 2022 Target [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Adjusted EBITDA value | $ 145,000,000 | $ 125,000,000 | |
Shares for adjusted EBITDA | 3,448,276 | 3,448,276 | |
Subsequent Event [Member] | Bonus 2022 Target [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Adjusted EBITDA value | $ 165,000,000 | $ 145,000,000 | |
Shares for adjusted EBITDA | 5,172,414 | 5,172,414 | |
Per Membership Interest Merger Consideration [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Converted amount | $ 343,000,000 | ||
Conversion price | $ 10.15 | ||
Earnout Merger Consideration [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Converted amount | $ 105,000,000 | ||
Conversion price | $ 10.15 | ||
Merger Consideration [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Converted amount | $ 50,000,000 |