Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 30, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-41306 | ||
Entity Registrant Name | CLEAN EARTH ACQUISITIONS CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-1431377 | ||
Entity Address, Address Line One | 12600 Hill Country Blvd | ||
Entity Address, Address Line Two | Building R | ||
Entity Address, Address Line Three | Suite 275 | ||
Entity Address, City or Town | Bee Cave | ||
Entity Address State Or Province | TX | ||
Entity Address, Postal Zip Code | 78738 | ||
City Area Code | 800 | ||
Local Phone Number | 508-1531 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 227.2 | ||
Entity Central Index Key | 0001883984 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | BDO USA, LLP | ||
Auditor Firm ID | 243 | ||
Auditor Location | New York, New York | ||
Class A common stock | |||
Document and Entity Information | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | CLIN | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 23,890,000 | ||
Warrants, each whole warrant exercisable for one share of Class A Common Stock | |||
Document and Entity Information | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock | ||
Trading Symbol | CLINW | ||
Security Exchange Name | NASDAQ | ||
Rights to acquire one-tenth (1/10) of one share of Class A Common Stock | |||
Document and Entity Information | |||
Title of 12(b) Security | Rights to acquire one-tenth (1/10) of one share of Class A common stock | ||
Trading Symbol | CLINR | ||
Security Exchange Name | NASDAQ | ||
Units, each consisting of one share of Class A common stock, one right and one-half of one redeemable warrant | |||
Document and Entity Information | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, one right and one-half of one redeemable warrant | ||
Trading Symbol | CLINU | ||
Security Exchange Name | NASDAQ | ||
Class B common stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 7,666,667 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 630,460 | $ 33,912 |
Prepaid expenses - current | 298,172 | |
Other receivable | 7,462 | 189 |
Marketable securities held in Trust Account | 235,586,028 | |
Total Current Assets | 236,522,122 | 34,101 |
Non-current assets | ||
Deferred offering costs | 703,079 | |
Total Non-current Assets | 703,079 | |
TOTAL ASSETS | 236,522,122 | 737,180 |
Current liabilities | ||
Accrued expenses | 2,035,291 | 1,600 |
Accounts payable | 47,919 | |
Accrued offering costs | 542,981 | 588,126 |
Promissory note - related party | 806,170 | 125,000 |
Deferred underwriter fee payable | 4,427,500 | |
Total Current Liabilities | 7,859,861 | 714,726 |
Total Liabilities | 7,859,861 | 714,726 |
Commitments and Contingencies | ||
Stockholders' Equity (Deficit) | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,233 | |
Accumulated deficit | (6,924,623) | (2,546) |
Total Stockholders' Equity (Deficit) | (6,923,767) | 22,454 |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT) | 236,522,122 | 737,180 |
Class A common stock subject to possible redemption | ||
Current liabilities | ||
Class A common stock subject to possible redemption; $0.0001 par value; 100,000,000 shares authorized; 23,000,000 shares issued and outstanding at redemption | 235,586,028 | |
Class A common stock not subject to possible redemption | ||
Stockholders' Equity (Deficit) | ||
Common stock | 89 | |
Class B common stock | ||
Stockholders' Equity (Deficit) | ||
Common stock | $ 767 | $ 767 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Temporary equity, shares outstanding | 23,000,000 | |
Class A common stock | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 100,000,000 | 100,000,000 |
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 100,000,000 | 100,000,000 |
Temporary equity, shares issued | 23,000,000 | 0 |
Class A common stock subject to possible redemption | ||
Temporary equity, shares issued | 23,000,000 | 23,000,000 |
Temporary equity, shares outstanding | 23,000,000 | 0 |
Class A common stock not subject to possible redemption | ||
Common shares, shares issued | 890,000 | 0 |
Common shares, shares outstanding | 890,000 | 0 |
Class B common stock | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 10,000,000 | 10,000,000 |
Common shares, shares issued | 7,666,667 | 7,666,667 |
Common shares, shares outstanding | 7,666,667 | 7,666,667 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 5 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2022 | |
Franchise tax expense | $ 1,600 | $ 200,000 |
Bank fees | 947 | |
Insurance expense | 360,142 | |
Dues and subscriptions | 203,639 | |
Marketing and advertising expenses | 99,845 | |
Legal and accounting expenses | 1,213,772 | |
Placement services fee | 500,000 | |
Formation, general and administrative expenses | 946 | |
Total operating expenses | 2,546 | 2,578,345 |
Loss from operations | (2,546) | (2,578,345) |
Other income: | ||
Dividend income on marketable securities held in Trust Account | 1,057,978 | |
Realized gains on marketable securities held in Trust Account | 2,228,053 | |
Total other income | 3,286,031 | |
Income (loss) before provision for income taxes | (2,546) | 707,686 |
Provision for income taxes | (647,731) | |
Net income (loss) | $ (2,546) | 59,955 |
redeemable Class A common stock | ||
Other income: | ||
Net income (loss) | $ 11,664,203 | |
Basic, weighted average shares outstanding | 19,282,192 | |
Diluted, weighted average shares outstanding | 19,282,192 | |
Basic, net income (loss) per share | $ 0.60 | |
Diluted, net income (loss) per share | $ 0.60 | |
non-redeemable Class A and Class B common stock | ||
Other income: | ||
Net income (loss) | $ (11,604,248) | |
Basic, weighted average shares outstanding | 7,666,667 | 8,412,804 |
Diluted, weighted average shares outstanding | 7,666,667 | 8,412,804 |
Basic, net income (loss) per share | $ 0 | $ (1.38) |
Diluted, net income (loss) per share | $ 0 | $ (1.38) |
STATEMENTS OF CHANGES IN COMMON
STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Class A common stock Common Stock | Class A common stock subject to possible redemption Common Stock | Class A common stock subject to possible redemption | Class B common stock Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at May. 13, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Balance at the beginning (in shares) at May. 13, 2021 | 0 | 0 | |||||
Temporary equity, Balance at the beginning at May. 13, 2021 | $ 0 | ||||||
Temporary equity, Balance at the beginning (in shares) at May. 13, 2021 | 0 | ||||||
STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Issuance of Class A common stock in initial public offering | $ 767 | 24,233 | 25,000 | ||||
Issuance of Class A common stock in initial public offering (in shares) | 7,666,667 | ||||||
Net income (loss) | (2,546) | (2,546) | |||||
Temporary equity, Balance at the end at Dec. 31, 2021 | $ 0 | ||||||
Temporary equity, Balance at the end (in shares) at Dec. 31, 2021 | 0 | 0 | |||||
Balance at the end at Dec. 31, 2021 | $ 0 | $ 767 | 24,233 | (2,546) | 22,454 | ||
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 7,666,667 | |||||
STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Temporary equity, Issuance of Class A common stock in initial public offering | $ 192,829,587 | ||||||
Temporary equity, Issuance of Class A common stock in initial public offering (in shares) | 23,000,000 | ||||||
Issuance of Class A common stock in initial public offering | 23,227,765 | 23,227,765 | |||||
Sale of private placement units | $ 89 | 8,899,911 | 8,900,000 | ||||
Sale of private placement units (in shares) | 890,000 | ||||||
Remeasurement of Class A common stock to redemption value | $ 42,756,441 | $ 42,756,441 | (32,151,909) | (10,604,532) | (42,756,441) | ||
Forfeiture of deferred underwriter commission | 3,622,500 | 3,622,500 | |||||
Net income (loss) | 59,955 | $ 59,955 | |||||
Temporary equity, Balance at the end at Dec. 31, 2022 | $ 235,586,028 | $ 235,586,028 | |||||
Temporary equity, Balance at the end (in shares) at Dec. 31, 2022 | 23,000,000 | 23,000,000 | 23,000,000 | ||||
Balance at the end at Dec. 31, 2022 | $ 89 | $ 767 | $ 0 | $ (6,924,623) | $ (6,923,767) | ||
Balance at the end (in shares) at Dec. 31, 2022 | 890,000 | 7,666,667 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 5 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (2,546) | $ 59,955 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Realized gains on marketable securities held in Trust Account | (2,228,053) | |
Gain on extinguishment of liabilities | (4,000) | |
Payment of related party costs | (189) | |
Formation costs | 877 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (298,172) | |
Accounts payable | 47,919 | |
Accrued expenses | 1,600 | 2,033,691 |
Other receivable | (7,462) | |
Net cash used in operating activities | (258) | (396,122) |
Cash Flows from Investing Activities: | ||
Initial investment of money market funds in Trust Account | (232,300,000) | |
Redemption of money market funds | 232,896,440 | |
Purchases of treasury securities | (466,121,947) | |
Redemptions of treasury securities | 468,350,000 | |
Purchases of money market funds | (236,182,468) | |
Net cash used in investing activities | (233,357,975) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from issuance of units | 230,000,000 | |
Proceeds from sale of private placement units | 8,900,000 | |
Payment of underwriting fee | (4,600,000) | |
Proceeds from promissory note - related party | 125,000 | 906,170 |
Payment of promissory note - related party | (225,000) | |
Proceeds from related party receivable | 189 | |
Payment of deferred offering costs | (115,830) | (630,714) |
Net cash provided by financing activities | 34,170 | 234,350,645 |
Net Change in Cash | 33,912 | 596,548 |
Cash - Beginning | 0 | 33,912 |
Cash - Ending | 33,912 | 630,460 |
Non-Cash Investing and Financing Activities: | ||
Remeasurement of Class A common stock subject to possible redemption | 42,756,441 | |
Deferred underwriter fee payable | 8,050,000 | |
Deferred offering costs included in accrued offering costs | $ 588,126 | 21,588 |
Forfeiture of deferred underwriter fee payable | 3,622,500 | |
Cash paid for taxes | $ 1,252 |
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 Clean Earth Acquisitions Corp. (the “Company”) was incorporated in Delaware on May 14, 2021. The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity from May 14, 2021 (inception) through December 31, 2022, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and following the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering placed in the Trust Account (described below). The registration statement for the Company’s Initial Public Offering was declared effective on February 23, 2022 (the “Effective Date”). On February 28, 2022, the Company consummated the Initial Public Offering of 23,000,000 units (“Units” or “Public Shares”) at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 890,000 Private Placement Units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement with Clean Earth Acquisitions Sponsor, LLC (the “Sponsor”) generating proceeds of $8,900,000 from the sale of the Private Units. Following the closing of the Initial Public Offering on February 28, 2022, $232,300,000 ($10.10 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 (“Trust Account”), located in the United States which is 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 money market funds selected by the Company meeting the conditions of Rule 2a-7(d) of the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 15 months (or up to 18 months with extensions) from February 28, 2022, the closing of the Initial Public Offering (the “Combination Period”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target, the Company’s stockholders prior to the Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and the Company in the Business Combination transaction. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. Except as required by law or the rules of NASDAQ, the decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. 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 immediately prior to or upon consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 4), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to redeem any shares in connection with a stockholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares, Private Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to consummate a Business Combination, and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the public stockholders’ ability to redeem or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.10 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination Agreement On October 12, 2022, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with Alternus Energy Group Plc (the “Seller”). Pursuant to the Business Combination Agreement, we will acquire certain subsidiaries of the Seller, for up to 90,000,000 shares. Initially, we will issue 55,000,000 shares at closing (subject to a working capital adjustment capped at 1,000,000 additional shares) plus up to 35,000,000 shares subject to certain earn-out provisions, which will be deposited in escrow and will be released if certain conditions are met. The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the closing, including, among others, (i) by mutual written consent of the Company and the Seller, (ii) upon any injunction or other governmental order preventing the consummation of the transaction which shall have become final and non-appealable, (iii) upon a material breach of any representation, warranty, covenant or agreement (subject to an opportunity to cure, if such violation or breach is capable of being cured), (iv) if the closing has not occurred by May 26, 2023 and such failure in closing on or before such date is not due to the breach of the Business Combination Agreement by the party seeking to terminate and (v) by the Company, if the Seller fails to consummate the transaction following the satisfaction of the conditions to the Seller's closing. The Seller will be obligated to pay the Company a termination fee of $2,000,000 if the Business Combination Agreement is terminated by the Company pursuant to clause (v). Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic 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 financial statements. The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our common shares to be adversely affected. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Going Concern As of December 31, 2022, the Company had $630,460 of operating cash and a working capital deficit of $2,496,267 . At December 31, 2022, working capital excludes the amount of Marketable Securities held in Trust Account and the amount of deferred underwriter fee payable. The Company classified the Marketable Securities held in Trust Account as a current asset as the Company has less than 12 months from the balance sheet date to consummate a Business Combination, at which point, if the Company did not find a Business Combination partner, the Company would cease to exist and the funds would be liquidated from the Trust Account. The Company classified the Deferred Underwriting Fees Payable as current liabilities as the Company has less than 12 months from the balance sheet date to consummate a Business Combination, at which point, if the Company did not find a Business Combination partner, the Company would cease to exist and the deferred underwriting commission would not be paid as the fees owed are contingent upon a successful Business Combination. The Company’s liquidity needs through December 31, 2022 had been satisfied through a payment from the Sponsor of $25,000 for Class B common stock, par value $0.0001 per share (“Class B common stock” and shares thereof, “founder shares”), the Initial Public Offering and the issuance of the Private Units (see Note 3 and Note 4). Additionally, the Company drew on an unsecured promissory note to pay certain offering costs and a convertible promissory note with the Sponsor (see Note 4). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The initial stockholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”, see Note 4). The Company cannot assure that its plans to consummate an initial Business Combination will be successful. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern one year from the date the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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 statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (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. 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 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2022 and 2021, respectively. Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on February 28, 2022, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units were placed in the Trust Account and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7(d) under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the public stockholders as part of redemption of the Public Shares. The Company accounts for marketable securities held in the Trust Account in accordance with Accounting Standards Codification (“ASC”) 320, “Investments – Debt Securities” (“ASC 320”). Trading securities are measured at fair value with holding gains and losses included in earnings. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. The Company was invested in U.S. Treasury Bills and money market funds invested in U.S. government securities for the year ended December 31, 2022. Income generated from the U.S. Treasury Bills was recorded to realized gains on marketable securities held in Trust Account on the statements of operations and presented as an adjustment to reconcile net income to net cash used in operating activities on the statements of cash flows. Income generated from money market funds invested in U.S. government securities was recorded to dividend income on marketable securities held in Trust Account and presented within cash flows from investing activities on the statements of cash flows. Redemptions and purchases of U.S. Treasury Bills and money market securities held in Trust Account are presented within cash flows from investing activities on the statements of cash flows. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of incentives to anchor investor (defined in Note 4) and professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $18,678,975, consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting commission, $1,292,649 of actual offering costs, and $4,736,326 excess fair value of Founder Shares as a result of the Anchor Investor transaction (see Note 5). The Company recorded the $18,678,975 of offering costs as a reduction of the carrying value of Class A common stock in temporary equity and additional paid-in capital (see Note 3). Fair Value of Financial Instruments ASC 820, “Fair Value Measurement” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: Level 1 — defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3 — defined as unobservable inputs for 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 many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private warrants and rights are indexed to the Company’s own stock and meet the criteria to be classified in stockholders’ equity (deficit). Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. 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 are 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 (deficit). The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022, 23,000,000 shares of Class A common stock subject to possible redemption are presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to transaction costs, the initial carrying amount of the common stock is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the common stock subject to possible redemption to their redemption amount (i.e., $10.10 per share) immediately as if the end of the first reporting period after the IPO, February 28, 2022, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 230,000,000 Less: Fair value allocated to public warrants (4,390,700) Fair value allocated to rights (15,741,200) Offering costs allocated to Class A common stock subject to possible redemption (17,038,513) Plus: Re-measurement on Class A common stock subject to possible redemption 42,756,441 Class A common shares subject to possible redemption, December 31, 2022 $ 235,586,028 The proceeds of the Initial Public Offering were allocated to the Class A common stock and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A common stock subject to possible redemption immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On February 28, 2022, the Company recorded a remeasurement of $39,491,791, $32,151,909 of which was recorded in additional paid-in capital and $7,339,882 was recorded in accumulated deficit, to remeasure the value of Class A common stock to its redemption value. The Company has recorded an additional remeasurement of $3,264,650 through December 31, 2022 to remeasure the value of Class A common stock to its redemption value of the amount held in the Trust Account. Promissory Note – Related Party The Company accounts for its WC Promissory Note (see Note 4) in accordance with ASC 470, “Debt” and ASC 815. The Company accounts for the WC Promissory Note at amortized cost and does not bifurcate and separately account for the embedded conversion feature as it does not meet the definition of a derivative instrument. Stock-Based Compensation The Company accounts for its stock-based compensation arrangements in accordance with ASC 718, “Compensation-Stock Compensation”. The awards have a performance condition that requires the consummation of an initial business combination to fully vest. As the performance condition is not probable and will likely not become probable until the consummation of an initial business combination, the Company will defer recognition of the compensation costs until the consummation of an initial business combination. Net Income (Loss) per Common Stock The statements of operations includes a presentation of income (loss) per Class A redeemable common stock and loss per Class A and Class B non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and Class A and Class B non-redeemable common stock, the Company first considered the total net income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Net income (loss) per common stock is computed by dividing net income (loss) by class by the weighted average number of common stock outstanding during the period. The Company has not considered the effect of the 11,500,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Net income (loss) per common stock for the period from May 14, 2021 (inception) through December 31, 2021 was calculated by dividing the net income (loss) into the amount of Class B non-redeemable common stock outstanding as no Class A common stock was issued during this period. The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the twelve months ended December 31, 2022 (in dollars, except share amounts): Twelve Months Ended December 31, 2022 Net loss from beginning of year through date of initial public offering $ (37,034) Net income from date of initial public offering through December 31, 2022 96,989 Total net income year to date 59,955 Remeasurement of temporary equity to redemption value (42,756,441) Net loss including remeasurement of temporary equity to redemption value $ (42,696,486) Twelve Months Ended December 31, 2022 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (31,092,238) $ (11,604,248) Deemed dividend for remeasurement of temporary equity to redemption value 42,756,441 — Total net income (loss) by class $ 11,664,203 $ (11,604,248) Weighted average shares outstanding 19,282,192 8,412,804 Net income (loss) per share $ 0.60 $ (1.38) The following tables reflect the calculation of basic and diluted net loss per common stock for the period from May 14, 2021 (inception) through December 31, 2021 (in dollars, except share amounts): For the Period From May 14, 2021 (Inception) Through December 31, 2021 Net loss $ (2,546) Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,666,667 Basic and diluted net loss per share, non-redeemable Class B common stock $ (0.00) Income taxes The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statement and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. 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 limits. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB’) issued Accounting Standard Update (“ASU”) No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure. The Company has considered all new accounting pronouncements and has concluded that there are no other new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
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 on February 28, 2022, the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, one right and one An aggregate of $10.10 per Unit sold in the Initial Public Offering is held in the Trust Account and invested in 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 in money market funds meeting the conditions of Rule 2a-7(d) of the Investment Company Act, as determined by the Company. |
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 On August 17, 2021, our sponsor purchased an aggregate of 5,750,000 shares of the Company’s Class B common stock for an aggregate purchase price of $25,000 or approximately $0.004 per share (the “Founder Shares”). On February 7, 2022, we effected a 1:1.33333339 stock split of our Class B common stock, resulting in our initial stockholders holding 7,666,667 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the stock split. The Founder Shares collectively represent the Sponsor’s 25% ownership of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the Private Shares). The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until after the completion of a Business Combination. The Founder Shares will convert into shares of Class A common stock after the initial Business Combination. Unvested Founder Shares Pursuant to the letter agreement, a total of 2,167,000 Founder Shares then held by the Sponsor will be considered newly unvested shares upon the completion of the Business Combination, which shall vest only if the closing price of the common stock equals or exceeds $12.50 for any 20 trading days within a 30 day trading period after the Business Combination, but before the tenth anniversary of the Business Combination. In the event such price level is achieved before the first anniversary of the closing of the Business Combination, such unvested Founder Shares will not vest until the first anniversary of such closing. In the event that the Company enters into a binding agreement on or before the tenth anniversary of the Business Combination with respect to a Sale (as defined in the agreement), all unvested Founder Shares shall vest on the day prior to the closing of such Sale. Founder Shares, if any, that remain unvested at the tenth anniversary of the closing of the Business Combination will be forfeited. Private Placement The Sponsor purchased an aggregate of 890,000 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $8,900,000 in a private placement that occurred simultaneously with the closing of the Initial Public Offering, the proceeds of which were recorded in additional paid in capital. Each Private Unit consists of one share of Class A common stock (“Private Share”) and one Promissory Note — Related Party On September 22, 2021, the Company issued an unsecured promissory note to the Sponsor (the “IPO Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $350,000. The Company drew $100,000 and $125,000 on the IPO Promissory Note for the year ended December 31, 2022 and for the period from May 14, 2021 (inception) through December 31, 2021, respectively. As of February 28, 2022, the Company had borrowed an aggregate $225,000 under the IPO Promissory Note. The IPO Promissory Note was non-interest bearing and was repaid in full on February 28, 2022. As of December 31, 2022 and 2021, the outstanding balance under the IPO Promissory Note was $0 and $125,000, respectively. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, or certain of the Company’s officers and directors or their affiliates 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, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. On September 26, 2022, the Company issued an unsecured promissory note to the Sponsor (the “WC Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $850,000. The WC Promissory Note is non-interest bearing and payable upon the consummation of the initial Business Combination. At the election of the Sponsor and at any time prior to payment in full of the principal balance, the WC Promissory Note can be converted into conversion units comprised of one Class A common stock and one Anchor Investor Agreement A third-party investor (the “Anchor Investor”) (who is also not affiliated with our Sponsor or any member of our management team) purchased 2,277,000 of the units issued in the Initial Public Offering pursuant to a November 2021 Subscription Agreement between our Sponsor and the Anchor Investor, wherein the Anchor Investor also purchased membership interests in our Sponsor. The excess fair value of the Sponsor membership units over the price paid by the Anchor Investor of $4,736,326 was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A (see Note 2) and a corresponding contribution by our Sponsor recorded in additional paid in capital. The Sponsor retains voting and dispositive power over the Anchor Investor’s allocated Founder Shares and shares purchased by the Sponsor in the private placement until the consummation of the Business Combination, following which time the Sponsor will distribute such securities to the Anchor Investor (subject to applicable lock-up or escrow restrictions). Related Party Consulting Agreement In April 2022, the Company entered into a consulting agreement with a related party. During the term of the agreement, the consultant (“Consultant”) will be responsible for financial modeling, compiling presentations, data room management, and research. The Company will pay the Consultant compensation in the form of $7,500 per month in cash, as well as $5,000 per month in the form of newly issued Class B common stock with an exercise price of $10.00 per share paid in arrears. The grant date of the stock-based compensation award under the agreement is April 1, 2022. The performance condition required for vesting is a successful business combination, the outcome of which is not considered probable until the event occurs. In November 2022, the Company executed an amendment to the consulting agreement with the related party. The amendment changed the compensation structure to pay the Consultant $5,000 per month in cash and no additional compensation in the form of stock. The commencement date for the updated compensation structure was December 1, 2022. As of December 31, 2022, no stock-based compensation expense has been recorded and will not be accrued for or recognized until a successful business combination occurs. Additionally, the agreement will conclude upon the completion of a successful business combination. The Company incurred $65,000 and $0 for the year ended December 31, 2022 and for the period from May 14, 2021 (inception) through December 31, 2021, respectively, related to this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 5. Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, as well as the holders of the Private Units and any units that may be issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of a majority of the Private Units and units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting commissions. The underwriters exercised the option in full on February 28, 2022. The underwriters were entitled to a underwriting commission of 2.00% of the gross proceeds of the Initial Public Offering, or $4,600,000, which was paid upon the closing of the Initial Public Offering. The underwriters are also entitled to a deferred underwriting commission of 3.50% of the gross proceeds of the Initial Public Offering, or $8,050,000, payable to the underwriters for deferred underwriting commissions. The full amount was placed in the Trust Account and will be released to the underwriters only on, and concurrently with, completion of an initial business combination. In October 2022, one of the Company’s underwriters waived their right to 50% of the deferred underwriting commissions, forfeiting $3,622,500 of their deferred underwriting commission. As the Combination Period expires on May 28, 2023, without extensions, the deferred underwriter fee payable is classified as a current liability as of December 31, 2022. Placement Services Agreement In August 2022, the Company entered into an agreement with a Placement Agent to serve as a non-exclusive capital markets advisor and placement agent for the Company in connection with a proposed private placement of the Company’s equity or equity-linked, preferred, debt or debt-like, securities. The Placement Agent will receive a nonrefundable cash fee of $500,000 and an additional cash fee of $450,000 that is contingent upon the closing of the Business Combination. As of December 31, 2022, the Company has recorded the $500,000 nonrefundable cash fee within accrued expenses on the balance sheet and as placement services fee expense on the statements of operations. The Company has not recorded any amounts related to the $450,000 cash fee as of December 31, 2022 as it is contingent upon the closing of the Business Combination. Consulting Agreement In June 2022, the Company entered into a consulting agreement. During the term of the agreement, the Consultant will advise the Company concerning matters related to qualifying business combinations, including services such as de-SPAC readiness assessment, post transaction close preparation advisory, the overall capital markets climate related to global macroeconomic conditions, world leading exchanges, potential competitors, and general advice with respect to the business. The Company will pay the Consultant compensation in the form of $15,000 per month. Upon closing of an initial business combination, the Company will pay the Consultant a one-time success fee cash bonus of $25,000. Additionally, at the successful close of a business combination, the Company will pay a cash bonus of $50,000 if certain criteria are met for redemptions. Payment to the Consultant for any cash bonus fee is dependent upon the closing of an initial business combination. In November 2022, the Company terminated the agreement with the Consultant in accordance with the terms of the agreement. For the twelve months ended December 31, 2022, the Company incurred $64,353 under this agreement, of which $15,000 remains payable and is accrued for within accounts payable. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity (Deficit) | |
Stockholders' Equity (Deficit) | Note 6. Stockholders’ Equity (Deficit) On February 23, 2022, the Company adopted the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”). Under the Certificate of Incorporation, the total number of shares of all classes of capital stock, each with a par Preferred stock Class A common stock zero issued outstanding zero issued outstanding Class B common stock With respect to any matter submitted to a vote of our stockholders, including any vote in connection with a Business Combination, except as required by law, holders of our Founder Shares and holders of our Class A common stock will vote together as a single class, with each share entitling the holder to one vote. The shares of Class B common stock will automatically convert into Class A common stock at the time of Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which Class B common stock shall convert into Class A common stock will be adjusted (unless the holders of a majority of the outstanding Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and excluding any private placement-equivalent shares and warrants underlying units issued to our Sponsor, its affiliates or any member of our management team upon conversion of Working Capital Loans. Rights one-tenth one-tenth The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Delaware law. As a result, the holders of the rights must hold rights in multiples of 10 in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. Warrants The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file a post-effective amendment to the registration statement or a new registration statement with the SEC covering the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to the shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● provided that the reference value of the Class A common stock equals or exceeds $18.00 per share; and ● either there is an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period; or ● the Company has elected to require the exercise of the Public Warrants on a “cashless basis”. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per 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 the 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 above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” 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 Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants may be exercised for cash or on a “cashless basis”, the Private Warrants and the Class A common stock issuable upon exercise of the Private Warrants may be subject to certain transfer restrictions, and the Private Warrants are not redeemable at the option of the Company. The Private Warrants shall not become Public Warrants as a result of any transfer of the Private Warrants, regardless of the transferee. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding shares of Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax | |
Income Tax | Note 7. Income Tax The following presents the components of the income tax provision for the year ended December 31, 2022. The income tax provision for the period from May 14, 2021 (inception) through December 31, 2021 was deemed to be de minimis. December 31, 2022 Current - Federal $ 647,731 Current - State — Deferred - Federal (499,117) Deferred - State — Change in Valuation Allowance 499,117 Income Tax Provision $ 647,731 The following presents the reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022. The income tax provision for the period from May 14, 2021 (inception) through December 31, 2021 was deemed to be de minimis. December 31, 2022 Statutory U.S. federal income tax rate 21.00 % Change in valuation allowance 70.53 % Income tax provision 91.53 % The following presents the Company’s net deferred tax assets at December 31, 2022. The income tax provision for the period from May 14, 2021 (inception) through December 31, 2021 was deemed to be de minimis. December 31, 2022 Capitalized start-up costs $ 499,651 Net operating loss carryforward — Total deferred tax assets 499,651 Valuation allowance (499,651) Deferred tax assets $ — As of December 31, 2022 the Company has no federal or Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2022, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2022. The following presents the Company’s valuation allowance for the year ended December 31, 2022. The income tax provision for the period from May 14, 2021 (inception) through December 31, 2021 was deemed to be de minimis. December 31, 2022 Valuation allowance at beginning of year $ 534 Increases recorded to income tax provision 499,117 Decreases recorded to income tax provision — Valuation allowance at end of year $ 499,651 The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations for both federal taxes and the many states in which the Company operates or does business in. ASC 740-10 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. Uncertain tax positions are recorded as liabilities in accordance with ASC 740-10 and are adjusted upon the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2022, there are no uncertain tax positions recorded in the financial statements. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying statements of operations as required. As of December 31, 2022, there were no significant accrued interest or penalties The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company's tax years are still open under statute from inception. The resolution of tax matters is not expected to have a material effect on the Company's financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8. Fair Value Measurements At December 31, 2022, the Company’s marketable securities held in the Trust Account were valued at $235,586,028. The cash and marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. The following table presents the fair value information, as of December 31, 2022, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s marketable securities held in the Trust Account are based on realized gains on U.S. Treasury Bills, reinvestments of dividend income on money market funds, and market fluctuations in the value of invested money market fund marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) Assets Marketable securities held in trust account $ 235,586,028 $ — $ — Measurement The Company established the initial fair value for the cash and marketable securities held in the Trust Account on February 28, 2022, the date of the consummation of the Company’s Initial Public Offering. As the cash was transferred to the Trust Account on February 28, 2022, the value at that date is the value of the cash transferred. Changes in fair value will result from dividend and interest income and market fluctuations in the value of invested marketable securities which will be reflected on each month end bank statement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9. Subsequent Events On March 24, 2023, the Company entered into a capital markets advisory services agreement with a capital markets advisor (the “Advisor”). The agreement is from the execution date of the agreement until the date that is 12 months following the closing of the business combination between the Company and the Seller. The advisory fee is a minimum $500,000 with a placement agent fee equal to 4.0% of the gross proceeds received from the sale of the Company’s equity or equity-linked securities. The advisory fee is payable in cash at the time of and as a condition to the closing of the Company’s business combination transaction with the Seller. Advisory fees can be up to a maximum of $1,000,000 depending on the amount of equity raised, as defined by the gross proceeds available to the post-business combination company immediately after the closing of the Business Combination. On March 27, 2023, the Company entered into an investor relations agreement with an investor relations firm. The term of this agreement begins on April 1, 2023 and will continue until the earlier of (i) the closing of the business combination transaction with the Seller. Or (ii) December 31, 2023. The investor relations fee is $3,000 per month. |
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 statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the Securities and Exchange Commission (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. 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 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 financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 Equivalents | Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2022 and 2021, respectively. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account Following the closing of the Initial Public Offering on February 28, 2022, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units were placed in the Trust Account and invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7(d) under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the public stockholders as part of redemption of the Public Shares. The Company accounts for marketable securities held in the Trust Account in accordance with Accounting Standards Codification (“ASC”) 320, “Investments – Debt Securities” (“ASC 320”). Trading securities are measured at fair value with holding gains and losses included in earnings. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information. The Company was invested in U.S. Treasury Bills and money market funds invested in U.S. government securities for the year ended December 31, 2022. Income generated from the U.S. Treasury Bills was recorded to realized gains on marketable securities held in Trust Account on the statements of operations and presented as an adjustment to reconcile net income to net cash used in operating activities on the statements of cash flows. Income generated from money market funds invested in U.S. government securities was recorded to dividend income on marketable securities held in Trust Account and presented within cash flows from investing activities on the statements of cash flows. Redemptions and purchases of U.S. Treasury Bills and money market securities held in Trust Account are presented within cash flows from investing activities on the statements of cash flows. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of incentives to anchor investor (defined in Note 4) and professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $18,678,975, consisting of $4,600,000 of underwriting fee, $8,050,000 of deferred underwriting commission, $1,292,649 of actual offering costs, and $4,736,326 excess fair value of Founder Shares as a result of the Anchor Investor transaction (see Note 5). The Company recorded the $18,678,975 of offering costs as a reduction of the carrying value of Class A common stock in temporary equity and additional paid-in capital (see Note 3). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, “Fair Value Measurement” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: Level 1 — defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2 — defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3 — defined as unobservable inputs for 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 many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy. The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Warrants and Rights | Warrants and Rights The Company accounts for the public and private warrants and rights as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private warrants and rights do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private warrants and rights are indexed to the Company’s own stock and meet the criteria to be classified in stockholders’ equity (deficit). |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480. 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 are 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 (deficit). The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2022, 23,000,000 shares of Class A common stock subject to possible redemption are presented, at redemption value equal to the amount held in the Trust Account, as temporary equity, outside of the stockholders’ equity (deficit) section of the Company’s balance sheet. The Class A common stock subject to possible redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure the shares to their redemption amount because, as a result of the allocation of net proceeds to transaction costs, the initial carrying amount of the common stock is less than $10.00 per share. In accordance with the guidance, the Company has elected to measure the common stock subject to possible redemption to their redemption amount (i.e., $10.10 per share) immediately as if the end of the first reporting period after the IPO, February 28, 2022, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 230,000,000 Less: Fair value allocated to public warrants (4,390,700) Fair value allocated to rights (15,741,200) Offering costs allocated to Class A common stock subject to possible redemption (17,038,513) Plus: Re-measurement on Class A common stock subject to possible redemption 42,756,441 Class A common shares subject to possible redemption, December 31, 2022 $ 235,586,028 The proceeds of the Initial Public Offering were allocated to the Class A common stock and the Public Warrants and Rights based on their relative fair values. The Company recognizes changes in redemption value of Class A common stock subject to possible redemption immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. On February 28, 2022, the Company recorded a remeasurement of $39,491,791, $32,151,909 of which was recorded in additional paid-in capital and $7,339,882 was recorded in accumulated deficit, to remeasure the value of Class A common stock to its redemption value. The Company has recorded an additional remeasurement of $3,264,650 through December 31, 2022 to remeasure the value of Class A common stock to its redemption value of the amount held in the Trust Account. |
Promissory Note - Related Party | Promissory Note – Related Party The Company accounts for its WC Promissory Note (see Note 4) in accordance with ASC 470, “Debt” and ASC 815. The Company accounts for the WC Promissory Note at amortized cost and does not bifurcate and separately account for the embedded conversion feature as it does not meet the definition of a derivative instrument. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based compensation arrangements in accordance with ASC 718, “Compensation-Stock Compensation”. The awards have a performance condition that requires the consummation of an initial business combination to fully vest. As the performance condition is not probable and will likely not become probable until the consummation of an initial business combination, the Company will defer recognition of the compensation costs until the consummation of an initial business combination. |
Net Income (Loss) per Common Stock | Net Income (Loss) per Common Stock The statements of operations includes a presentation of income (loss) per Class A redeemable common stock and loss per Class A and Class B non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and Class A and Class B non-redeemable common stock, the Company first considered the total net income (loss) allocable to both sets of stock. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Net income (loss) per common stock is computed by dividing net income (loss) by class by the weighted average number of common stock outstanding during the period. The Company has not considered the effect of the 11,500,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Net income (loss) per common stock for the period from May 14, 2021 (inception) through December 31, 2021 was calculated by dividing the net income (loss) into the amount of Class B non-redeemable common stock outstanding as no Class A common stock was issued during this period. The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the twelve months ended December 31, 2022 (in dollars, except share amounts): Twelve Months Ended December 31, 2022 Net loss from beginning of year through date of initial public offering $ (37,034) Net income from date of initial public offering through December 31, 2022 96,989 Total net income year to date 59,955 Remeasurement of temporary equity to redemption value (42,756,441) Net loss including remeasurement of temporary equity to redemption value $ (42,696,486) Twelve Months Ended December 31, 2022 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (31,092,238) $ (11,604,248) Deemed dividend for remeasurement of temporary equity to redemption value 42,756,441 — Total net income (loss) by class $ 11,664,203 $ (11,604,248) Weighted average shares outstanding 19,282,192 8,412,804 Net income (loss) per share $ 0.60 $ (1.38) The following tables reflect the calculation of basic and diluted net loss per common stock for the period from May 14, 2021 (inception) through December 31, 2021 (in dollars, except share amounts): For the Period From May 14, 2021 (Inception) Through December 31, 2021 Net loss $ (2,546) Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,666,667 Basic and diluted net loss per share, non-redeemable Class B common stock $ (0.00) |
Income taxes | Income taxes The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under the asset and liability method, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statement and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized or liabilities are settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. |
Related Parties | Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
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 limits. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB’) issued Accounting Standard Update (“ASU”) No. 2020-06, Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the effect the updated standard will have on its financial position, results of operations or financial statement disclosure. The Company has considered all new accounting pronouncements and has concluded that there are no other new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of Class A common stock subject to possible redemption is reflected on the balance sheet | The Class A common stock subject to possible redemption is reflected on the balance sheet at December 31, 2022 as follows: Gross proceeds from initial public offering $ 230,000,000 Less: Fair value allocated to public warrants (4,390,700) Fair value allocated to rights (15,741,200) Offering costs allocated to Class A common stock subject to possible redemption (17,038,513) Plus: Re-measurement on Class A common stock subject to possible redemption 42,756,441 Class A common shares subject to possible redemption, December 31, 2022 $ 235,586,028 |
Schedule of calculation of basic and diluted net income (loss) per common stock | The following tables reflect the calculation of basic and diluted net income (loss) per common stock for the twelve months ended December 31, 2022 (in dollars, except share amounts): Twelve Months Ended December 31, 2022 Net loss from beginning of year through date of initial public offering $ (37,034) Net income from date of initial public offering through December 31, 2022 96,989 Total net income year to date 59,955 Remeasurement of temporary equity to redemption value (42,756,441) Net loss including remeasurement of temporary equity to redemption value $ (42,696,486) Twelve Months Ended December 31, 2022 Class A Class A & Class B Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity $ (31,092,238) $ (11,604,248) Deemed dividend for remeasurement of temporary equity to redemption value 42,756,441 — Total net income (loss) by class $ 11,664,203 $ (11,604,248) Weighted average shares outstanding 19,282,192 8,412,804 Net income (loss) per share $ 0.60 $ (1.38) The following tables reflect the calculation of basic and diluted net loss per common stock for the period from May 14, 2021 (inception) through December 31, 2021 (in dollars, except share amounts): For the Period From May 14, 2021 (Inception) Through December 31, 2021 Net loss $ (2,546) Basic and diluted weighted average shares outstanding, non-redeemable Class B common stock 7,666,667 Basic and diluted net loss per share, non-redeemable Class B common stock $ (0.00) |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax | |
Schedule of components of the income tax provision | December 31, 2022 Current - Federal $ 647,731 Current - State — Deferred - Federal (499,117) Deferred - State — Change in Valuation Allowance 499,117 Income Tax Provision $ 647,731 |
Schedule of reconciliation of the federal income tax rate to the company's effective tax rate | December 31, 2022 Statutory U.S. federal income tax rate 21.00 % Change in valuation allowance 70.53 % Income tax provision 91.53 % |
Summary of significant components of the Company's deferred tax assets | December 31, 2022 Capitalized start-up costs $ 499,651 Net operating loss carryforward — Total deferred tax assets 499,651 Valuation allowance (499,651) Deferred tax assets $ — |
Schedule of company's valuation allowance | December 31, 2022 Valuation allowance at beginning of year $ 534 Increases recorded to income tax provision 499,117 Decreases recorded to income tax provision — Valuation allowance at end of year $ 499,651 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Schedule of company's assets and liabilities were accounted for fair value on a recurring basis | (Level 1) (Level 2) (Level 3) Assets Marketable securities held in trust account $ 235,586,028 $ — $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 5 Months Ended | 12 Months Ended | ||||
Oct. 12, 2022 USD ($) shares | Feb. 28, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) item $ / shares | Feb. 23, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Description of Organization and Business Operations | ||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||
Share price | $ / shares | $ 11.50 | |||||
Investments maximum maturity term | 185 days | |||||
Threshold period from closing of public offering entity is obligated to complete business combination | 15 months | |||||
Threshold period from closing of public offering entity is obligated to complete business combination with extension | 18 months | |||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 0.80 | |||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 0.50 | |||||
Condition For Future Business Combination Threshold Net Tangible Assets | $ 5,000,001 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||
Threshold business days for redemption of public shares | 10 days | |||||
Operating cash | $ 630,460 | $ 33,912 | ||||
Working capital (deficit) | 2,496,267 | |||||
Payment from related party | $ 125,000 | $ 906,170 | ||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Business Combination Agreement | ||||||
Description of Organization and Business Operations | ||||||
Obligated to pay the Company a termination fee | $ 2,000,000 | |||||
Business Combination Agreement | Alternus Energy Group Plc | ||||||
Description of Organization and Business Operations | ||||||
Number of shares to be issued at closing | shares | 55,000,000 | |||||
Maximum number of additional shares to be issued subject to a working capital adjustment | shares | 1,000,000 | |||||
Business Combination Agreement | Maximum | Alternus Energy Group Plc | ||||||
Description of Organization and Business Operations | ||||||
Number of shares to be issued | shares | 90,000,000 | |||||
Number of shares to be issued subject to certain earn-out provisions | shares | 35,000,000 | |||||
Class B common stock | ||||||
Description of Organization and Business Operations | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Initial Public Offering. | ||||||
Description of Organization and Business Operations | ||||||
Number of units sold | shares | 23,000,000 | |||||
Purchase price, per unit | $ / shares | $ 10 | 10.10 | ||||
Proceeds from issuance initial public offering | $ 230,000,000 | |||||
Payments for investment of cash in Trust Account | $ 232,300,000 | |||||
Share price | $ / shares | $ 10.10 | $ 10.10 | ||||
Private Placement | ||||||
Description of Organization and Business Operations | ||||||
Number of units sold | shares | 890,000 | |||||
Purchase price, per unit | $ / shares | $ 10 | |||||
Proceeds from issuance of private placement | $ 8,900,000 | |||||
Sponsor | Class B common stock | ||||||
Description of Organization and Business Operations | ||||||
Payment from related party | $ 25,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 10 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | ||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |
Investments maximum maturity term | 185 days | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||
Deferred underwriting fees | $ 8,050,000 | $ 8,050,000 | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 | ||
Share price on allocation of net proceeds to transaction costs | $ 10 | $ 10 | ||
Share price | $ 11.50 | $ 11.50 | ||
Remeasurement of Class A common stock to redemption value | $ 39,491,791 | $ 3,264,650 | $ (42,756,441) | |
Computation of earnings per share | 11,500,000 | |||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | |
Class A common stock not subject to possible redemption | ||||
Summary of Significant Accounting Policies | ||||
Common shares, shares issued | 890,000 | 890,000 | 0 | |
Initial Public Offering. | ||||
Summary of Significant Accounting Policies | ||||
Investment of cash into trust account | $ 232,300,000 | |||
Offering costs | $ 18,678,975 | $ 18,678,975 | ||
Underwriting comission | 4,600,000 | 4,600,000 | ||
Deferred underwriting fees | 8,050,000 | 8,050,000 | ||
Actual offering costs | $ 1,292,649 | 1,292,649 | ||
Excess fair value of founder shares | 4,736,326 | |||
Reduction in offering cost | $ 18,678,975 | |||
Share price | $ 10.10 | $ 10.10 | $ 10.10 | |
Additional Paid-in Capital | ||||
Summary of Significant Accounting Policies | ||||
Remeasurement of Class A common stock to redemption value | $ 32,151,909 | |||
Accumulated Deficit | ||||
Summary of Significant Accounting Policies | ||||
Remeasurement of Class A common stock to redemption value | $ 7,339,882 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Common Stock Subject to Possible Redemption (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Summary of Significant Accounting Policies | |
Re-measurement on Class A common stock subject to possible redemption | $ (42,756,441) |
Class A common stock subject to possible redemption | |
Summary of Significant Accounting Policies | |
Gross proceeds from initial public offering | 230,000,000 |
Fair value allocated to public warrants | (4,390,700) |
Fair value allocated to rights | (15,741,200) |
Offering costs allocated to Class A common stock subject to possible redemption | (17,038,513) |
Re-measurement on Class A common stock subject to possible redemption | 42,756,441 |
Class A common shares subject to possible redemption | $ 235,586,028 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Calculation of basic and diluted net income (loss) per common stock (Details) - USD ($) | 5 Months Ended | 8 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 28, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |||||
Net loss from beginning of year through date of initial public offering | $ (37,034) | ||||
Net income (loss) | $ (2,546) | $ (2,546) | 59,955 | ||
Net Income from date of initial public offering through December 31, 2022 | 96,989 | ||||
Remeasurement of temporary equity to redemption value | $ 39,491,791 | $ 3,264,650 | (42,756,441) | ||
Net loss including remeasurement of temporary equity to redemption value | $ (42,696,486) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Income (loss) per share (Details) - USD ($) | 5 Months Ended | 8 Months Ended | 10 Months Ended | 12 Months Ended | |
Feb. 28, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | |
Numerator: | |||||
Allocation of net loss including accretion of temporary equity | $ (42,696,486) | ||||
Deemed dividend for remeasurement of temporary equity to redemption value | $ (39,491,791) | $ (3,264,650) | 42,756,441 | ||
Net income (loss) | $ (2,546) | $ (2,546) | 59,955 | ||
Redeemable class A common stock | |||||
Numerator: | |||||
Allocation of net loss including accretion of temporary equity | (31,092,238) | ||||
Deemed dividend for remeasurement of temporary equity to redemption value | 42,756,441 | ||||
Net income (loss) | $ 11,664,203 | ||||
Weighted average shares outstanding, basic | 19,282,192 | ||||
Weighted average shares outstanding, diluted | 19,282,192 | ||||
Income (loss) per share (Basic) | $ 0.60 | ||||
Income (loss) per share (Diluted) | $ 0.60 | ||||
Class A and class B common stock non - redeemable | |||||
Numerator: | |||||
Allocation of net loss including accretion of temporary equity | $ (11,604,248) | ||||
Net income (loss) | $ (11,604,248) | ||||
Weighted average shares outstanding, basic | 7,666,667 | 8,412,804 | |||
Weighted average shares outstanding, diluted | 7,666,667 | 8,412,804 | |||
Income (loss) per share (Basic) | $ 0 | $ (1.38) | |||
Income (loss) per share (Diluted) | $ 0 | $ (1.38) | |||
Non-Redeemable Class B Common Stock | |||||
Numerator: | |||||
Net income (loss) | $ (2,546) | ||||
Weighted average shares outstanding, basic | 7,666,667 | ||||
Weighted average shares outstanding, diluted | 7,666,667 | ||||
Income (loss) per share (Basic) | $ 0 | ||||
Income (loss) per share (Diluted) | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) | Feb. 28, 2022 Right $ / shares shares | Dec. 31, 2022 $ / shares shares |
Initial Public Offering | ||
Number of shares issuable per warrant | 1 | |
Share price | $ / shares | $ 11.50 | |
Initial Public Offering. | ||
Initial Public Offering | ||
Number of units sold | 23,000,000 | |
Purchase price, per unit | $ / shares | $ 10 | 10.10 |
Number of shares in a unit | 1 | |
Number of rights per share | Right | 1 | |
Number of warrants in a unit | 0.5 | |
Share price | $ / shares | $ 10.10 | $ 10.10 |
Initial Public Offering. | Public Warrants | ||
Initial Public Offering | ||
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ / shares | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | 8 Months Ended | 12 Months Ended | ||
Feb. 07, 2022 shares | Aug. 17, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) D $ / shares shares | |
Related Party Transactions | ||||
Issuance of Class B common stock to Sponsor | $ | $ 25,000 | $ 23,227,765 | ||
Founder Shares | Sponsor | Class B common stock | ||||
Related Party Transactions | ||||
Issuance of Class B common stock to Sponsor (in shares) | 5,750,000 | |||
Issuance of Class B common stock to Sponsor | $ | $ 25,000 | |||
Share purchase price | $ / shares | $ 0.004 | |||
Stock split ratio | 1.33333339 | |||
Aggregate number of shares owned | 7,666,667 | 7,666,667 | ||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 25% | |||
Unvested Founder Shares | ||||
Related Party Transactions | ||||
Unvested shares upon completion of business combination | 2,167,000 | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12.50 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 8 Months Ended | 12 Months Ended | |||||
Sep. 26, 2022 | Feb. 28, 2022 | Jun. 30, 2022 | Apr. 30, 2022 | Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 22, 2021 | |
Related Party Transactions | ||||||||
Aggregate purchase price | $ 8,900,000 | |||||||
Number of shares per warrant | 1 | |||||||
Repayment of promissory note - related party | $ 225,000 | |||||||
Notes payable, current | $ 125,000 | 806,170 | ||||||
Consultant compensation | $ 15,000 | |||||||
Private Placement | ||||||||
Related Party Transactions | ||||||||
Number of warrants to purchase shares issued | 890,000 | |||||||
Price of warrants | $ 10 | |||||||
Aggregate purchase price | $ 8,900,000 | |||||||
Number of shares per warrant | 1 | |||||||
Exercise price of warrant | $ 11.50 | |||||||
Price of warrant | $ 10 | |||||||
Number of warrants in a unit | 0.5 | |||||||
Number of units sold | 890,000 | |||||||
Initial Public Offering | ||||||||
Related Party Transactions | ||||||||
Number of shares in a unit | 1 | |||||||
Number of warrants in a unit | 0.5 | |||||||
Number of units sold | 23,000,000 | |||||||
Excess fair value of founder shares | 4,736,326 | |||||||
Common Class A | Private Placement | ||||||||
Related Party Transactions | ||||||||
Number of shares per warrant | 1 | |||||||
Promissory Note with Related Party | ||||||||
Related Party Transactions | ||||||||
Maximum borrowing capacity of related party promissory note | $ 350,000 | |||||||
Withdraw from promissory note | 125,000 | 100,000 | ||||||
Repayment of promissory note - related party | $ 225,000 | |||||||
Outstanding balance of related party note | 125,000 | 0 | ||||||
Related Party Loans | ||||||||
Related Party Transactions | ||||||||
Loan conversion agreement warrant | 1,500,000 | |||||||
Notes payable, current | 0 | $ 806,170 | ||||||
Related Party Loans | Working capital loans warrant | ||||||||
Related Party Transactions | ||||||||
Price of warrants | $ 10 | |||||||
Price of warrant | $ 10 | |||||||
WC Promissory Note | ||||||||
Related Party Transactions | ||||||||
Maximum borrowing capacity of related party promissory note | $ 850,000 | |||||||
Number of warrants in a unit | 0.5 | |||||||
Conversion price | $ 10 | |||||||
WC Promissory Note | Common Class A | ||||||||
Related Party Transactions | ||||||||
Number of shares in a unit | 1 | |||||||
Anchor Investor Agreement | Initial Public Offering | Anchor Investor | ||||||||
Related Party Transactions | ||||||||
Number of units sold | 2,277,000 | |||||||
Excess fair value of founder shares | $ 4,736,326 | |||||||
Related Party Consulting Agreement | ||||||||
Related Party Transactions | ||||||||
Consultant compensation | $ 7,500 | |||||||
Exercise price | $ 10 | |||||||
Stock-based compensation expense | 0 | |||||||
Expenses related to Consulting agreement | $ 0 | $ 65,000 | ||||||
Related Party Consulting Agreement | Class B common stock | ||||||||
Related Party Transactions | ||||||||
Compensation in the form of Shares | $ 5,000 | |||||||
Amendment to consulting agreement with related party | ||||||||
Related Party Transactions | ||||||||
Consultant compensation | $ 5,000 | |||||||
Compensation in the form of Shares | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2022 shares | Oct. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) item | Aug. 31, 2022 USD ($) | |
Commitments and Contingencies | |||||
Maximum number of demands for registration of securities | item | 2 | ||||
Underwriting option period | 45 days | ||||
Underwriting comission | 2% | ||||
Underwriter cash discount | $ 4,600,000 | ||||
Percentage of underwriting commission waived | 50% | ||||
Forfeiture of deferred underwriter commission | $ 3,622,500 | $ 3,622,500 | |||
Underwriting comission | 3.50% | ||||
Deferred underwriter fee payable | $ 8,050,000 | ||||
Consultant compensation | $ 15,000 | ||||
Cash bonus for consultant | 25,000 | ||||
Additional cash bonus for consultant for business combination | $ 50,000 | ||||
Prepaid expense for future services | 298,172 | ||||
Over-allotment option | |||||
Commitments and Contingencies | |||||
Number of units granted to underwriters | shares | 3,000,000 | ||||
Consulting agreement | |||||
Commitments and Contingencies | |||||
Expenses incurred and paid | 64,353 | ||||
Prepaid expense for future services | 15,000 | ||||
Placement Service Agreement | |||||
Commitments and Contingencies | |||||
Nonrefundable cash fee | 500,000 | $ 500,000 | |||
Additional cash fee | $ 450,000 | $ 450,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Preferred stock (Details) - $ / shares | Dec. 31, 2022 | Feb. 23, 2022 | Dec. 31, 2021 |
Stockholders' Equity (Deficit) | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Common stock (Details) | 8 Months Ended | 12 Months Ended | ||||
Feb. 07, 2022 shares | Aug. 17, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | Feb. 23, 2022 $ / shares shares | May 13, 2021 shares | |
Stockholders' Equity | ||||||
Shares authorized | 111,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | |||||
Issuance of Class B common stock to Sponsor | $ | $ 25,000 | $ 23,227,765 | ||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | |||||
Shares entitled to each right | 0.1 | |||||
Common Stock | ||||||
Stockholders' Equity | ||||||
Common stock, shares authorized | 110,000,000 | |||||
Class A common stock | ||||||
Stockholders' Equity | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, votes per share | Vote | 1 | |||||
Class A common stock subject to possible redemption, issued (in shares) | 0 | 23,000,000 | ||||
Class A common stock subject to possible redemption | ||||||
Stockholders' Equity | ||||||
Class A common stock subject to possible redemption, issued (in shares) | 23,000,000 | 23,000,000 | ||||
Class A common stock subject to possible redemption, outstanding (in shares) | 0 | 23,000,000 | ||||
Class A common stock subject to possible redemption | Common Stock | ||||||
Stockholders' Equity | ||||||
Class A common stock subject to possible redemption, outstanding (in shares) | 0 | 23,000,000 | 0 | |||
Class A common stock not subject to possible redemption | ||||||
Stockholders' Equity | ||||||
Common stock, shares issued | 0 | 890,000 | ||||
Common stock, shares outstanding | 0 | 890,000 | ||||
Class B common stock | ||||||
Stockholders' Equity | ||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 7,666,667 | 7,666,667 | ||||
Common stock, shares outstanding | 7,666,667 | 7,666,667 | ||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares | 25% | |||||
Class B common stock | Sponsor | ||||||
Stockholders' Equity | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Class B common stock | Sponsor | Founder Shares | ||||||
Stockholders' Equity | ||||||
Common stock, votes per share | Vote | 1 | |||||
Issuance of Class B common stock to Sponsor (in shares) | 5,750,000 | |||||
Issuance of Class B common stock to Sponsor | $ | $ 25,000 | |||||
Share purchase price | $ / shares | $ 0.004 | |||||
Stock split ratio | 1.33333339 | |||||
Aggregate number of shares owned | 7,666,667 | 7,666,667 | ||||
Class B common stock | Common Stock | ||||||
Stockholders' Equity | ||||||
Issuance of Class B common stock to Sponsor (in shares) | 7,666,667 | |||||
Issuance of Class B common stock to Sponsor | $ | $ 767 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Warrants (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Stockholders' Equity | |
Number of shares issuable per warrant | shares | 1 |
Share price | $ 11.50 |
Warrants exercisable term after the completion of a business combination | 30 days |
Warrants expiration term | 5 years |
Threshold maximum period for filing registration statement after business combination | 20 days |
Threshold maximum period for registration statement to become effective after business combination | 60 days |
Period for calculating fair market value | 10 days |
Warrants exercise term | 30 days |
Class A common stock | |
Stockholders' Equity | |
Share price | $ 9.20 |
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent) | 60% |
Threshold trading days for calculating Market Value | 20 days |
Ownership of offeror | 50% |
Consideration receivable | 70% |
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 | |
Stockholders' Equity | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% |
Public Warrants | Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 | |
Stockholders' Equity | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 |
Redemption price per public warrant (in dollars per share) | $ 0.01 |
Redemption period | 30 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% |
Income Tax - Components of the
Income Tax - Components of the income tax provision (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax | |
Current - Federal | $ 647,731 |
Deferred - Federal | (499,117) |
Change in Valuation Allowance | 499,117 |
Income Tax Provision | $ 647,731 |
Income Tax - Reconciliation of
Income Tax - Reconciliation of the federal income tax rate to the Company's effective tax rate (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax | |
Statutory U.S. federal income tax rate | 21% |
Change in valuation allowance | 70.53% |
Income tax provision | 91.53% |
Income Tax - Summary of signifi
Income Tax - Summary of significant components of the Company's deferred tax assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax | ||
Capitalized start-up costs | $ 499,651 | |
Total deferred tax assets | 499,651 | |
Valuation allowance | $ (499,651) | $ (534) |
Income Tax - Schedule of compan
Income Tax - Schedule of company's valuation allowance (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax | |
Valuation allowance at beginning of year | $ 534 |
Increases recorded to income tax provision | 499,117 |
Valuation allowance at end of year | $ 499,651 |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
INCOME TAX | |
Uncertain tax position | $ 0 |
Income tax, interest accrued | 0 |
Income tax, penalties accrued | 0 |
Income tax pending examinations | 0 |
Federal | |
INCOME TAX | |
Operating loss carryforwards | 0 |
State | |
INCOME TAX | |
Operating loss carryforwards | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value hierarchy the Company assets and liabilities at fair value on a recurring basis (Details) | Dec. 31, 2022 USD ($) |
Assets: | |
Marketable securities held in Trust Account | $ 235,586,028 |
Level 1 | Recurring | |
Assets: | |
Marketable securities held in Trust Account | $ 235,586,028 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) | Mar. 27, 2023 | Mar. 24, 2023 |
Subsequent Events | ||
Percentage of placement agent fee | 4% | |
Investor relations fee per month | $ 3,000 | |
Minimum | ||
Subsequent Events | ||
Advisory fees | $ 500,000 | |
Maximum | ||
Subsequent Events | ||
Advisory fees | $ 1,000,000 |