Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | GSR II Meteora Acquisition Corp. | ||
Entity Central Index Key | 0001901799 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | true | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Interactive Data Current | Yes | ||
Entity Address, State or Province | NY | ||
Entity Tax Identification Number | 87-3203989 | ||
Entity Address, Address Line One | 418 Broadway, Suite N | ||
Entity Address, City or Town | Albany | ||
Entity Address, Postal Zip Code | 12207 | ||
City Area Code | 561 | ||
Local Phone Number | 532-4682 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | GSRM | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-41305 | ||
Entity Incorporation, State or Country Code | DE | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 315,617,500 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Firm ID | 248 | ||
Auditor Location | Tulsa, Oklahoma | ||
Units, each consisting of one share of Class A common stock, one warrant and one-sixteenth of one right [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, one warrant and one sixteenth of one right | ||
Trading Symbol | GSRMU | ||
Security Exchange Name | NASDAQ | ||
Warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Trading Symbol | GSRMW | ||
Security Exchange Name | NASDAQ | ||
Rights, each whole right entitling the holder to receive one share of Class A common stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Rights, each whole right entitling the holder to receive one share of Class A common stock | ||
Trading Symbol | GSRMR | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 31,625,000 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,906,250 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 477,195 | $ 44,739 |
Prepaid expenses | 500,417 | |
Total current assets | 977,612 | 44,739 |
Deferred offering costs associated with initial public offering | 350,201 | |
Investments held in Trust Account | 325,436,230 | |
Total Assets | 326,413,842 | 394,940 |
Current liabilities: | ||
Accounts payable | 105,642 | |
Accrued expenses | 3,184,482 | 300,000 |
Franchise tax payable | 200,050 | 905 |
Income tax payable | 890,770 | |
Note payable—related party | 80,000 | |
Total current liabilities | 4,380,944 | 380,905 |
Commitments and Contingencies (Note 6) | ||
Class A common stock, 100,000,000 shares authorized; 31,625,000 and -0- shares subject to possible redemption issued and outstanding at $10.25 and $0.00 per share as of December 31, 2022 and 2021, respectively | 324,245,647 | 0 |
Stockholders' Equity (Deficit): | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 24,209 |
Accumulated deficit | (2,213,540) | (10,965) |
Total stockholders' equity (deficit) | (2,212,749) | 14,035 |
Total Liabilities and Stockholders' Equity (Deficit) | 326,413,842 | 394,940 |
Common Class A [Member] | ||
Stockholders' Equity (Deficit): | ||
Common Stock | 0 | 0 |
Common Class B [Member] | ||
Stockholders' Equity (Deficit): | ||
Common Stock | $ 791 | $ 791 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, shares authorized | 100,000,000 | 100,000,000 |
Temporary equity, shares outstanding | 31,625,000 | 0 |
Temporary equity, Shares issued | 31,625,000 | 0 |
Temporary equity, redemption price per share | $ 10.25 | $ 0 |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 7,906,250 | 7,906,250 |
Common stock, shares outstanding | 7,906,250 | 7,906,250 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 10,060 | $ 5,079,232 |
Franchise tax expenses | 905 | 199,813 |
Loss from operations | (10,965) | (5,279,045) |
Other income: | ||
Change in value of investments held in Trust Account | 0 | 4,442,480 |
Total other expense | 0 | 4,442,480 |
Loss before income tax expense | (10,965) | (836,566) |
Income tax expense | 0 | 890,770 |
Net loss | (10,965) | (1,727,335) |
Common Class A [Member] | ||
Other income: | ||
Net loss | $ 0 | $ 5,378,393 |
Weighted average shares outstanding, Basic | 0 | 26,513,014 |
Basic net income (loss) per share | $ 0 | $ 0.2 |
Weighted average shares outstanding, Diluted | 0 | 26,513,014 |
Diluted net income (loss) per share | $ 0 | $ 0.2 |
Common Class B [Member] | ||
Other income: | ||
Net loss | $ (10,965) | $ (7,105,728) |
Weighted average shares outstanding, Basic | 7,906,250 | 7,906,250 |
Basic net income (loss) per share | $ 0 | $ (0.9) |
Weighted average shares outstanding, Diluted | 7,906,250 | 7,906,250 |
Diluted net income (loss) per share | $ 0 | $ (0.9) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Class B [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Oct. 13, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | |
Beginning Balance (Shares) at Oct. 13, 2021 | 0 | ||||
Issuance of Class B common stock to Sponsor, Shares | 7,906,250 | ||||
Issuance of Class B common stock to Sponsor | 25,000 | $ 791 | 24,209 | ||
Net loss | (10,965) | $ (10,965) | (10,965) | ||
Ending Balance at Dec. 31, 2021 | 14,035 | $ 791 | 24,209 | (10,965) | |
Ending Balance (Shares) at Dec. 31, 2021 | 7,906,250 | ||||
Net loss | (1,727,335) | $ (7,105,728) | (1,727,335) | ||
Sale of private placement warrants to Sponsor in private placement | 12,223,750 | 12,223,750 | |||
Fair value of warrants and rights included in the Units sold in the Initial Public Offering | 17,710,000 | 17,710,000 | |||
Offering costs associated with issuance of warrants as part of the Units in the Initial Public Offering (net of reimbursement from underwriter) | (135,698) | (135,698) | |||
Accretion for Class A common stock to redemption amount | (30,297,501) | (29,822,261) | (475,240) | ||
Ending Balance at Dec. 31, 2022 | $ (2,212,749) | $ 791 | $ 0 | $ (2,213,540) | |
Ending Balance (Shares) at Dec. 31, 2022 | 7,906,250 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (10,965) | $ (1,727,335) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in value of investments held in Trust Account | 0 | (4,442,480) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | (500,417) |
Accounts payable | 0 | 105,642 |
Accrued expenses | 10,000 | 3,104,483 |
Franchise tax payable | 905 | 199,145 |
Income tax payable | 0 | 890,770 |
Net cash used in operating activities | (60) | (2,370,193) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | 0 | (320,993,750) |
Net cash used in investing activities | 0 | (320,993,750) |
Cash Flows from Financing Activities: | ||
Proceeds form issuance of Class B common stock to Sponsor | 25,000 | 0 |
Proceeds from note payable to related party | 85,000 | 161,543 |
Repayment of note payable to related party | (5,000) | (241,543) |
Proceeds received from initial public offering, gross | 0 | 316,250,000 |
Proceeds received from private placement | 0 | 12,223,750 |
Offering costs paid (net of reimbursement from underwriter) | (60,201) | (4,597,351) |
Net cash provided by financing activities | 44,799 | 323,796,399 |
Net change in cash | 44,739 | 432,456 |
Cash—beginning of the period | 0 | 44,739 |
Cash—end of the period | 44,739 | 477,195 |
Supplemental disclosure of noncash activities: | ||
Offering costs included in accrued expenses | 290,000 | 70,000 |
Reversal of accrued offering costs | $ 0 | $ 290,000 |
Description Of Organization, Bu
Description Of Organization, Business Operations And Going Concern Consideration | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization, Business Operations And Going Concern Consideration | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN CONSIDERATION GSR II Meteora Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on October 14, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). As of December 31, 2022, the Company had not yet commenced operations. All activity through December 31, 2022 relates to the Company’s formation and the Company’s initial public offering (the “Initial Public Offering”), which is described below, and since the Initial Public Offering, its search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income from The Company’s sponsor is GSR II Meteora Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 24, 2022. On March 1, 2022, the Company consummated its Initial Public Offering of 31,625,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the issuance of 4,125,000 Units as a result of the underwriter’ full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $316.3 million, and incurring offering costs of approximately $4.7 million. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 12,223,750 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.2 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, approximately $321.0 million ($10.15 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital held in trust) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise is not required to register as an investment company under the Investment Company Act. The Company will provide holders of the Company’s outstanding Public Shares sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.15 per Public Share). The Public Shares were recorded at a redemption value and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and 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, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC 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. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders will not be entitled to redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the time frame described below or (B) with respect to any other material provision relating to the rights of holders of Public Shares or pre-initial Business Combination The Company has 15 months from the closing of the Initial Public Offering, or June 1, 2023, to complete the initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination within 15 months, the Company may, but is not obligated to, extend the period of time to consummate a Business Combination by three additional one-month periods each If the Company is unable to complete a Business Combination within 15 months from the closing of the Initial Public Offering (or up to 16 months, 17 months or 18 months, as applicable if the time to complete the initial Business Combination has been extended in accordance with the procedures described above) (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 business days thereafter, redeem the Public Shares, at a per-share price, payable The initial stockholders will not be entitled to liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders should acquire Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.15. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, less franchise and income taxes payable. This liability will not apply with respect to any claims by a third party or Target that executed an agreement waiving any and all rights to seek access to the Trust Account (whether or not such agreement is enforceable) or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Proposed Business Combination On October 4, 2022, the board of directors of the Company unanimously approved the transaction agreement (the “Transaction Agreement”), dated on August 24, 2022 and was later amended on February 13, 2023, by and among the Company, the Sponsor, BT Assets, Inc., a Delaware corporation (“BT Assets”), and Lux Vending, LLC, a Georgia limited liability company and a wholly owned subsidiary of BT Assets, dba Bitcoin Depot (“Lux Vending”). The Transaction Agreement and the transactions contemplated thereby were approved by the board of directors of the Company and the leadership team of BT Assets. Upon the consummation of the transactions contemplated by the Transaction Agreement (the “Closing”), the Company will change its name to Bitcoin Depot Inc. (and the combined post-business combination company will be reorganized into an umbrella partnership C corporation (or “Up-C”) structure). All of the terms used, but not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement. Upon the terms and subject to the conditions of the Transaction Agreement, in accordance with the Delaware General Corporation Law, and prior to or at the Closing, the Company, Sponsor, Lux Vending and BT Assets will enter into the following transactions: (i) Lux Vending will merge with and into a newly-formed Delaware limited liability company known as “Bitcoin Depot Operating LLC” (“BT OpCo”); (ii) BT Assets will sell, transfer, assign, convey and deliver to us and the we will purchase and accept from BT Assets, the Purchased Common Units in exchange for certain cash consideration (the “Over the Top Consideration”). (iii) The Company will assign, transfer, contribute and deliver to BT OpCo certain cash consideration (the “Contribution Amount”), and BT OpCo will issue and deliver to the Company (x) at the Closing, the Contribution Common Units, and (y) at the Closing and immediately following the effectiveness of BT OpCo amending and restating its limited BT OpCo A&R LLC Agreement, certain Matching Warrants and PubCo Earn-Out Units. The Over the Top Consideration and the Contribution Amount will be distributed in accordance with the Cash Distribution Waterfall as set forth in the Transaction Agreement. Going Concern Consideration As of December 31, 2022, the Company had approximately $477,000 in cash, and working capital deficit of approximately $3.4 million (including tax obligations of approximately $1.1 million; however, such amount may be paid by proceeds earned from interest income on investments held in Trust Account, to the extent available). The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), and loan proceeds from the Sponsor of approximately $242,000 under the Note (as defined in Note 5). The Company repaid the Note in full on March 4, 2022. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may provide the Company with Working Capital Loans (as defined in Note 5) as may be required (of which up to $1.5 million may be converted at the lender’s option into warrants). The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company has until June 1, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time, and if a Business Combination is not consummated by this date, then there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition is not sufficient to meet the Company’s obligations through June 1, 2023 or for a period of time within one year from the date the financial statements are issued. Additionally, the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the initial Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the initial Business Combination will be successful or successful within the Combination Period (by ). These conditions and events, and the uncertainty thereto, has created substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a Business Combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of theses 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in change in value of investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to the short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounted for its Rights as equity-classified instruments based on an assessment of the Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, was conducted at the time of Rights issuance. The Company accounted for the warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40. Such guidance Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Class A common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Redeemable Class A Common Stock As discussed in Note 1, all of the 31,625,000 shares of Class A common stock sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the FASB ASC Topic 480-10-S99-3A “Classification and recognized a one-time charge against additional paid-in capital (to paid-in capital. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. In order to determine the net loss attributable to both the Class A and Class B common stock, the Company first considered the total loss allocable to both sets of shares, including the accretion of Class A redeemable shares to redemption value which represents the difference between the gross proceeds of the Initial Public Offering, net of offering costs, and the redemption value of the redeemable shares. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the remaining amount to be allocated pro rata between Class A and Class B common stock for the year ended December 31, 2022 and for the period from October 14, 2021 (inception) through December 31, 2021. The calculation of diluted net loss does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 43,848,750 shares of Class A common stock and the Rights to receive 1,976,562 shares of Class A common stock in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the year ended For the period from October 14, 2021 Net loss $ (1,727,335 ) $ (10,965 ) Accretion of redeemable common stock to redemption amount (29,206,918 ) — Net loss including accretion of temporary equity to redemption value $ (30,934,253 ) $ (10,965 ) For the year ended December 31, 2022 For the period from October 14, 2021 (inception) Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity to redemption value $ (23,828,525 ) $ (7,105,728 ) $ — $ (10,965 ) Accretion of common stock to redemption value 29,206,918 — — Net income (loss) 5,378,393 (7,105,728 ) — (10,965 ) Denominator: Basic and diluted weighted average shares outstanding 26,513,014 7,906,250 — 7,906,250 Basic and diluted net income (loss) per share $ 0.20 $ (0.90 ) $ — $ (0.00 ) Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. 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 and 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. The Company is subject to income tax examinations by major taxing authorities since inception. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 In June 2022, the FASB issued ASU 2022-03, ASC Subtopic Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On March 1, 2022, the Company consummated its Initial Public Offering of 31,625,000 Units, including the issuance of 4,125,000 Units as a result of the underwriter’s full exercise of their over-allotment option, at $10.00 per Unit, generating gross proceeds of approximately $316.3 million, and incurring offering costs of approximately $4.7 million. Each Unit consists of one share of Class A common stock, one redeemable warrant (a “Public Warrant”) and one one-sixteenth |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 12,223,750 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $12.2 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On November 16, 2021, the Sponsor paid $25,000 to purchase 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder Shares”). On December 28, 2021, the Company effected a 1.10-for-1 stock split effected a 5-for-4 stock split The initial stockholders agreed to forfeit up to 1,031,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 1, 2022, the underwriter consummated the exercise in full of the over-allotment; thus, these 1,031,250 Founder Shares were no longer subject to forfeiture. The initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business combination, (x) if the last reported sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period On February 16, 2022, the Sponsor transferred 20,000 shares to each of the independent directors. The independent directors agreed that such shares would not vest until and unless the last reported closing price of the Class A common stock (or the equivalent security following the Business Combination) of the Company or applicable successor exceeds $10.00 per share for twenty days during any thirty-day period starting Related Party Loans On November 16, 2021, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note is non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement On February 24, 2022, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to reimburse the Sponsor $66,666 per month for office space, utilities and secretarial and administrative support made available to the Company through the earlier of consummation of the initial Business Combination and the Company’s liquidation. The Company incurred approximately $667,000 in connection with such fees during the year ended December 31, 2022, reported within general and administrative expenses in the accompanying statements of operations. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholder Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from The underwriter was entitled to an underwriting discount of $0.20 per unit, or approximately $6.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriter reimbursed the Company for certain of the Company’s expenses for an aggregate of approximately $2.3 million upon closing of the Initial Public Offering. Business Combination Marketing Agreement On February 24, 2022, the Company entered into a business combination marketing agreement (the “Business Combination Marketing Agreement”) to engage the underwriter, Oppenheimer & Co. (“Oppenheimer”), as advisor in connection with the Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’s attributes, introduce the Company to potential investors that are interested in purchasing its securities in connection with the potential Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed to pay Oppenheimer a cash fee for such marketing services upon the consummation of the initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, or approximately $11.1 million in the aggregate (the “Marketing Fees”). The Marketing Fees will become payable to Oppenheimer from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Up to $0.105 per unit, or up to approximately $3.3 million of such Marketing Fees, may instead be paid, at the Company’s sole discretion, to third party advisors not participating in the Initial Public Offering that assist the Company in consummating the initial Business Combination. On February 6, 2023, the Company received a formal letter from Oppenheimer, advising that it had waived any claims to the Marketing Fees and the fees previously owed to Oppenheimer will not be paid or reallocated to any other advisor. |
Redeemable Class A Common Stock
Redeemable Class A Common Stock And Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Redeemable Class A Common Stock And Stockholders' Equity (Deficit) | NOTE 7. REDEEMABLE CLASS A COMMON STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022 and 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock Class Holders of the Class B common stock will have the right to appoint all of the Company’s directors prior to an initial Business Combination. On any other matter submitted to a vote of the Company’s stockholders, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class, except as required by law or stock exchange rule; provided, that the holders of Class B common stock will be entitled to vote as a separate class to increase the authorized number of shares of Class B common stock. Each share of common stock will have one vote on all such matters. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock, will equal, in the aggregate, on an as-converted basis, rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. Rights Warrants The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Redemption of warrants. After the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, within a 30-trading day The “fair market value” of Class A common stock shall mean the volume weighted average price of the shares of Class A common stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the warrant agent. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” The Private Placement Warrants are identical to the Public Warrants, except as otherwise set forth herein that: (1) they will not be redeemable by the Company; (2) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination; (3) they may be exercised by the holders thereof on a cashless basis; and (4) they (including the shares issuable upon exercise of these warrants) are entitled to registration rights. No fractional shares of Class A common stock will be issued upon exercise of the warrants. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Market Measurements
Fair Market Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Market Measurements | NOTE 8. FAIR MARKET MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account—U.S. Treasury Securities (1) $ 325,436,230 $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. As of December 31, 2022, Level 1 assets include investments in money market funds or U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The Company has no Level 2 or Level 3 assets. As of December 31, 2021, The Company has no Level 1, 2 or 3 assets that were measured at fair value. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9. INCOME TAXES The Company’s net deferred tax assets are as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Start-up/Organization $ 300,424 $ 2,113 Net operating loss carryforwards — 190 Total deferred tax assets 300,424 2,303 Valuation allowance (300,424 ) (2,303 ) Deferred tax asset, net of allowance $ — $ — The income tax provision consists of the following: December 31, 2022 December 31, 2021 Current Federal 890,770 $ — State — — Deferred Federal (298,121 ) (2,303 ) State — — Valuation allowance 298,121 2,303 Income tax provision $ 890,770 $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and for the period from October 14, 2021 (inception) through December 31, 2021, the valuation allowance was approximately $300,000 and approximately $2,000, respectively. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % Statutory state rate, net of federal benefit 0.0 % 0.0 % Merger costs (91.6 )% 0.0 % Change in valuation allowance (35.6 )% (21.0 )% Income Taxes Benefit -106.2 % 0.0 % There were no unrecognized tax benefits as of December 31, 2022 and 2021. No amounts were accrued for the payment of interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below. On February 6, 2023, the Company received a formal letter from Oppenheimer, advising that it had waived any claims to the Marketing Fees and the fees previously owed to Oppenheimer will not be paid or reallocated to any other advisor. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of theses 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in change in value of investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to the short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its equity-linked financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are classified as liabilities, the derivative instrument is initially recognized at fair value with subsequent changes in fair value recognized in the statements of operations each reporting period. The classification of derivative instruments, including whether such instruments should be classified as liabilities or as equity, is evaluated at the end of each reporting period. The Company accounted for its Rights as equity-classified instruments based on an assessment of the Right’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the Rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Rights meet all the requirements for equity classification under ASC 815, including whether the Rights are indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgement, was conducted at the time of Rights issuance. The Company accounted for the warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40. Such guidance |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Class A common stock were charged against the carrying value of Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. |
Redeemable Class A Common Stock | Redeemable Class A Common Stock As discussed in Note 1, all of the 31,625,000 shares of Class A common stock sold as parts of the Units in the Initial Public Offering contain a redemption feature. In accordance with the FASB ASC Topic 480-10-S99-3A “Classification and recognized a one-time charge against additional paid-in capital (to paid-in capital. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. In order to determine the net loss attributable to both the Class A and Class B common stock, the Company first considered the total loss allocable to both sets of shares, including the accretion of Class A redeemable shares to redemption value which represents the difference between the gross proceeds of the Initial Public Offering, net of offering costs, and the redemption value of the redeemable shares. Subsequent to calculating the total loss allocable to both sets of shares, the Company split the remaining amount to be allocated pro rata between Class A and Class B common stock for the year ended December 31, 2022 and for the period from October 14, 2021 (inception) through December 31, 2021. The calculation of diluted net loss does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants to purchase an aggregate of 43,848,750 shares of Class A common stock and the Rights to receive 1,976,562 shares of Class A common stock in the calculation of diluted loss per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the year ended For the period from October 14, 2021 Net loss $ (1,727,335 ) $ (10,965 ) Accretion of redeemable common stock to redemption amount (29,206,918 ) — Net loss including accretion of temporary equity to redemption value $ (30,934,253 ) $ (10,965 ) For the year ended December 31, 2022 For the period from October 14, 2021 (inception) Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity to redemption value $ (23,828,525 ) $ (7,105,728 ) $ — $ (10,965 ) Accretion of common stock to redemption value 29,206,918 — — Net income (loss) 5,378,393 (7,105,728 ) — (10,965 ) Denominator: Basic and diluted weighted average shares outstanding 26,513,014 7,906,250 — 7,906,250 Basic and diluted net income (loss) per share $ 0.20 $ (0.90 ) $ — $ (0.00 ) |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2022 and 2021. 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 and 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. The Company is subject to income tax examinations by major taxing authorities since inception. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 In June 2022, the FASB issued ASU 2022-03, ASC Subtopic Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock: For the year ended For the period from October 14, 2021 Net loss $ (1,727,335 ) $ (10,965 ) Accretion of redeemable common stock to redemption amount (29,206,918 ) — Net loss including accretion of temporary equity to redemption value $ (30,934,253 ) $ (10,965 ) For the year ended December 31, 2022 For the period from October 14, 2021 (inception) Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Allocation of net loss including accretion of temporary equity to redemption value $ (23,828,525 ) $ (7,105,728 ) $ — $ (10,965 ) Accretion of common stock to redemption value 29,206,918 — — Net income (loss) 5,378,393 (7,105,728 ) — (10,965 ) Denominator: Basic and diluted weighted average shares outstanding 26,513,014 7,906,250 — 7,906,250 Basic and diluted net income (loss) per share $ 0.20 $ (0.90 ) $ — $ (0.00 ) |
Fair Market Measurements (Table
Fair Market Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's assets and Liabilities that are measured at fair value | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. December 31, 2022 Description Quoted Prices in Active Significant Other Significant Other Assets: Investments held in Trust Account—U.S. Treasury Securities (1) $ 325,436,230 $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Net Deferred Tax Asset | The Company’s net deferred tax assets are as follows: December 31, 2022 December 31, 2021 Deferred tax assets: Start-up/Organization $ 300,424 $ 2,113 Net operating loss carryforwards — 190 Total deferred tax assets 300,424 2,303 Valuation allowance (300,424 ) (2,303 ) Deferred tax asset, net of allowance $ — $ — |
Schedule Of Income Tax Provision | The income tax provision consists of the following: December 31, 2022 December 31, 2021 Current Federal 890,770 $ — State — — Deferred Federal (298,121 ) (2,303 ) State — — Valuation allowance 298,121 2,303 Income tax provision $ 890,770 $ — |
Schedule Of Reconciliation Company's Effective Tax Rate | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, 2022 December 31, 2021 Statutory federal income tax rate 21.0 % 21.0 % Statutory state rate, net of federal benefit 0.0 % 0.0 % Merger costs (91.6 )% 0.0 % Change in valuation allowance (35.6 )% (21.0 )% Income Taxes Benefit -106.2 % 0.0 % |
Description Of Organization, _2
Description Of Organization, Business Operations And Going Concern Consideration - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Aug. 16, 2022 | Mar. 01, 2022 | Nov. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Entity incorporation, date of incorporation | Oct. 14, 2021 | ||||
Proceeds from initial public offering | $ 0 | $ 316,250,000 | |||
Proceeds from Issuance of Warrants | 0 | $ 12,223,750 | |||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the trust Account | 80% | ||||
Net tangible assets | $ 5,000,001 | ||||
Threshold percentage of public shares subject to redemption without the company prior written consent | 15% | ||||
Obligation to redeem public shares if entity does not complete a business combination percentage | 100% | ||||
Months to complete acquisition | 15 months | ||||
Maximum period to complete acquisition | 17 months | ||||
Dissolution expenses | $ 100,000 | ||||
Cash and cash equivalents at carrying value | 477,000 | ||||
Proceeds from related party debt | $ 85,000 | 161,543 | |||
Taxes payable | $ 1,100,000 | ||||
Percentage of federal excise tax on stock buy back | 1% | ||||
Effective date for levy of federal excise tax on stock buy back | Jan. 01, 2023 | ||||
Estimated business combination date | Jun. 01, 2023 | ||||
Working capital deficit | $ 3,400,000 | ||||
Sponsor [Member] | |||||
Stock Issued During Period, Value, New Issues | 25,000 | ||||
Sponsor [Member] | Warrant [Member] | |||||
Debt conversion | $ 1,500,000 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||
Debt instrument maturity date | Mar. 04, 2022 | ||||
Proceeds from related party debt | $ 242,000 | ||||
Minimum [Member] | |||||
Period within which Business combination shall be completed from the closing of initial public offer | 15 months | ||||
Maximum period to complete acquisition | 16 months | ||||
Maximum [Member] | |||||
Period within which Business combination shall be completed from the closing of initial public offer | 18 months | ||||
Maximum period to complete acquisition | 18 months | ||||
Business Combination [Member] | |||||
Business acquisition, percentage of voting interests acquired | 50% | ||||
Common Class A [Member] | |||||
Cash deposited in restricted assets for extending business combination completion period, per share value | $ 0.033 | ||||
Cash deposited in restricted assets for extending business combination completion period amount | $ 1,043,625 | ||||
IPO [Member] | |||||
Shares issued, price per share | $ 10.15 | ||||
Stock Issued During Period, Value, New Issues | $ 321,000,000 | ||||
IPO [Member] | Common Class A [Member] | |||||
Stock issued during period, shares new issues | 31,625,000 | ||||
Shares issued, price per share | $ 10 | ||||
Proceeds from initial public offering | $ 316,300,000 | ||||
Offering cost | $ 4,700,000 | ||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||
Stock issued during period, shares new issues | 4,125,000 | ||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||
Proceeds from initial public offering | $ 12,223,750 | ||||
Price of warrant | $ 1 | ||||
Proceeds from Issuance of Warrants | $ 12,200,000 | ||||
Additional issuance of warrants | 1,043,625 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||
Net loss | $ (10,965) | $ (1,727,335) |
Accretion of redeemable common stock to redemption amount | 0 | (29,206,918) |
Net loss including accretion of temporary equity to redemption value | (10,965) | (30,934,253) |
Numerator: | ||
Allocation of net loss including accretion of temporary equity to redemption value | (10,965) | (30,934,253) |
Accretion of common stock to redemption value | 0 | (29,206,918) |
Net income (loss) | (10,965) | (1,727,335) |
Common Class A [Member] | ||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||
Net loss | 0 | 5,378,393 |
Accretion of redeemable common stock to redemption amount | 29,206,918 | |
Net loss including accretion of temporary equity to redemption value | 0 | (23,828,525) |
Numerator: | ||
Allocation of net loss including accretion of temporary equity to redemption value | 0 | (23,828,525) |
Accretion of common stock to redemption value | 29,206,918 | |
Net income (loss) | $ 0 | $ 5,378,393 |
Denominator: | ||
Weighted average shares outstanding, Basic | 0 | 26,513,014 |
Basic net income per share | $ 0 | $ 0.2 |
Denominator: | ||
Weighted average shares outstanding, Diluted | 0 | 26,513,014 |
Diluted net income per share | $ 0 | $ 0.2 |
Common Class B [Member] | ||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||
Net loss | $ (10,965) | $ (7,105,728) |
Accretion of redeemable common stock to redemption amount | 0 | 0 |
Net loss including accretion of temporary equity to redemption value | (10,965) | (7,105,728) |
Numerator: | ||
Allocation of net loss including accretion of temporary equity to redemption value | (10,965) | (7,105,728) |
Accretion of common stock to redemption value | 0 | 0 |
Net income (loss) | $ (10,965) | $ (7,105,728) |
Denominator: | ||
Weighted average shares outstanding, Basic | 7,906,250 | 7,906,250 |
Basic net income per share | $ 0 | $ (0.9) |
Denominator: | ||
Weighted average shares outstanding, Diluted | 7,906,250 | 7,906,250 |
Diluted net income per share | $ 0 | $ (0.9) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash, FDIC Insured Amount | $ 250,000 | |
Cash equivalents | $ 0 | $ 0 |
Restricted investments, Term | 185 days | |
Class of warrant or right, Number of securities called by warrants or rights | 1,976,562 | |
Unrecognized tax benefits | $ 0 | 0 |
Unrecognized tax benefits, Income tax penalties and interest accrued | $ 0 | $ 0 |
Private Placement Warrants [Member] | ||
Class of warrant or right, Number of securities called by warrants or rights | 43,848,750 | |
Initial Public Offering Including Over Allotment Option [Member] | Common Class A [Member] | ||
Stock issued during period, Shares, New issues | 31,625,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Proceeds from issuance initial public offering | $ 0 | $ 316,250,000 | |
Offering costs | $ 60,201 | $ 4,597,351 | |
Common Class A [Member] | Public Warrant [Member] | |||
Class of warrant or right, Number of securities called by each warrant or right | 1 | ||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | ||
IPO [Member] | |||
Shares issued, Price per share | $ 10.15 | ||
IPO [Member] | Common Class A [Member] | |||
Stock issued during period, Shares, New issues | 31,625,000 | ||
Shares issued, Price per share | $ 10 | ||
Proceeds from issuance initial public offering | $ 316,300,000 | ||
Offering costs | $ 4,700,000 | ||
Common stock, Conversion basis | Each Unit consists of one share of Class A common stock, one redeemable warrant (a “Public Warrant”) and one one-sixteenth (1/16) of one Right. | ||
Over-Allotment Option [Member] | Common Class A [Member] | |||
Stock issued during period, Shares, New issues | 4,125,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Sale of private placement warrants | 1,976,562 | |
Proceeds from Issuance of Warrants | $ 0 | $ 12,223,750 |
Private Placement Warrants [Member] | ||
Sale of private placement warrants | 43,848,750 | |
Private Placement Warrants [Member] | Private Placement [Member] | ||
Sale of private placement warrants | 12,223,750 | |
Price of warrant | $ 1 | |
Proceeds from Issuance of Warrants | $ 12,200,000 | |
Private Placement Warrants [Member] | Common Class A [Member] | ||
Exercise price of warrant | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 01, 2022 | Feb. 24, 2022 | Feb. 16, 2022 | Jan. 20, 2022 | Nov. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 28, 2021 | |
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||||
Debt Instrument Interest Rate | 0% | |||||||
Proceeds from Related Party Debt | $ 85,000 | $ 161,543 | ||||||
Selling, General and Administrative Expenses from Transactions with Related Party | 667,000 | |||||||
Working Capital Loan [Member] | ||||||||
Debt Instrument Convertible Into Warrants | $ 1,500,000 | |||||||
Debt Instrument Conversion Price | $ 1 | |||||||
Due to Related Parties Current | 0 | |||||||
Office Space, Administrative And Support Services [Member] | ||||||||
Related Party Transaction, Amounts of Transaction | $ 66,666 | |||||||
Promissory Note [Member] | Sponsor [Member] | ||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||
Proceeds from Related Party Debt | $ 242,000 | |||||||
Debt Instrument, Maturity Date | Mar. 04, 2022 | |||||||
Founder Shares [Member] | ||||||||
Stock-based compensation expense | $ 0 | |||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||
Common stock, threshold percentage on conversion of shares | 20% | |||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 1,031,250 | |||||||
Common Class B [Member] | ||||||||
Stockholders' Equity Note, Stock Split | 5-for-4 | 1.10-for-1 | ||||||
Shares, Outstanding | 7,906,250 | 6,325,000 | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 1,031,250 | 1,031,250 | ||||||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||
Stock Issued During Period, Shares, Issued for Services | 25,000 | |||||||
Stock Issued During Period, Value, Issued for Services | $ 5,750,000 | |||||||
Shares Issued, Price Per Share | $ 0.0001 | |||||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 4,125,000 | |||||||
Common Class A [Member] | Share Price More Than Or Equals To USD Twelve [Member] | Sponsor [Member] | ||||||||
Share transfer, trigger price per share | $ 12 | |||||||
Number of consecutive trading days for determining share price | 20 days | |||||||
Number of trading days for determining share price | 30 days | |||||||
Threshold Number Of Trading Days For Determining Share Price From Date Of Business Combination | 150 days | |||||||
Common Class A [Member] | Share Price More Than Or Equals To USD Ten [Member] | Sponsor [Member] | ||||||||
Share transfer, trigger price per share | $ 10 | |||||||
Number of consecutive trading days for determining share price | 20 days | |||||||
Number of trading days for determining share price | 30 days | |||||||
Independent Directors [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 20,000 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Feb. 24, 2022 | Dec. 31, 2022 | |
Per Unit Amount Of Marketing Fees May Be Paid At Sole Discretion Of Entity To Third Party Advisors Not Participated In IPO That Assist In Consummate Business Combination | 0.105% | |
Value Of Markeing Fees May Be Paid At Sole Discretion Of Entity To Third Party Advisors Not Participated In IPO That Assist In Consummate Business Combination | $ 3.3 | |
Business Combination Marketing Agreement [Member] | Oppenheimer Co [Member] | ||
Percentage of gross proceeds of the Initial Public Offering during Business combination | 3.50% | |
Business Combination, Consideration Transferred | $ 11.1 | |
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||
Over allotment option period | 45 days | |
Stock Issued During Period Shares | 4,125,000 | |
IPO [Member] | Underwriting Agreement [Member] | ||
Underwriting discount paid per unit | $ 0.2 | |
Deferred Underwriting Commissions Non-current | $ 6.3 | |
Underwriting Expense Paid | $ 2.3 |
Redeemable Class A Common Sto_2
Redeemable Class A Common Stock And Stockholders' Equity (Deficit) - Additional Information (Detail) - $ / shares | 12 Months Ended | ||
Mar. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Percentage of total number of shares issued in the Initial Public Offering | 20% | ||
Number of warrants or rights outstanding | 1,976,562 | ||
Shares, Issued | 0 | ||
Rights [Member] | |||
Class of Stock [Line Items] | |||
Number of warrants or rights outstanding | 0 | ||
Warrant [Member] | |||
Class of Stock [Line Items] | |||
Number of warrants or rights outstanding | 0 | ||
Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right, exercise price adjustment percentage higher of market value | 115% | ||
Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | |||
Class of Stock [Line Items] | |||
Share redemption trigger price | $ 18 | ||
Public Warrants [Member] | |||
Class of Stock [Line Items] | |||
Number of warrants or rights outstanding | 31,625,000 | ||
Warrants exercisable term from the date of completion of business combination | 30 days | ||
Exercise price of warrants or rights | $ 11.5 | ||
Warrants and rights outstanding, Term | 5 years | ||
Private Placement Warrants [Member] | |||
Class of Stock [Line Items] | |||
Number of warrants or rights outstanding | 12,223,750 | ||
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Temporary equity, shares outstanding | 31,625,000 | 0 | |
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Class of warrants, redemption notice period | 30 days | ||
Common Class A [Member] | Share Price Equal or Less Nine Point Two Rupees Per Dollar [Member] | |||
Class of Stock [Line Items] | |||
Exercise price of warrants or rights | $ 9.2 | ||
Share redemption trigger price | $ 9.2 | ||
Minimum percentage gross proceeds required from issuance of equity | 60% | ||
Class of warrant or right, minimum notice period for redemption | 20 days | ||
Common Class A [Member] | Share Price Equal or Less Ten point Zero Rupees Per Dollar [Member] | |||
Class of Stock [Line Items] | |||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180% | ||
Common Class A [Member] | Private Placement Warrants [Member] | |||
Class of Stock [Line Items] | |||
Exercise price of warrants or rights | $ 11.5 | ||
Common Class A [Member] | Redemption of Warrants [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants, redemption notice period | 10 days | ||
Common Class A [Member] | Redemption of Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees Per Dollar [Member] | |||
Class of Stock [Line Items] | |||
Class of warrants, redemption price per unit | $ 0.01 | ||
Class of warrants, redemption notice period | 30 days | ||
Share price | $ 18 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Number of trading days for determining share price | 30 days | ||
Common Class A [Member] | Founder Shares [Member] | |||
Class of Stock [Line Items] | |||
Stock conversion basis | one vote | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 7,906,250 | 7,906,250 | |
Common stock, shares outstanding | 7,906,250 | 7,906,250 | |
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 1,031,250 | 1,031,250 | |
Percentage of common stock issued and outstanding after the initial public offering | 20% |
Fair Market Measurements -Summa
Fair Market Measurements -Summary of Company's Assets and Liabilities that are Measured at Fair Value (Detail) - Fair Value, Recurring [Member] - US Treasury Securities [Member] | Dec. 31, 2022 USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account—U.S. Treasury Securities | $ 325,436,230 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account—U.S. Treasury Securities | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Investments held in Trust Account—U.S. Treasury Securities | $ 0 |
Fair Market Measurements - Addi
Fair Market Measurements - Additional Information (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Assets, Fair Value | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Valuation Allowance [Line Items] | ||
Valuation allowance | $ 2,303 | $ 298,121 |
Unrecognized tax benefits | 0 | 0 |
Accrued interest and penalties | 0 | 0 |
Realization Of Deferred Tax Assets [Member] | ||
Valuation Allowance [Line Items] | ||
Valuation allowance | $ 2,000 | $ 300,000 |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Tax Asset (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Start-up/Organization costs | $ 300,424 | $ 2,113 |
Net operating loss carryforwards | 0 | 190 |
Total deferred tax assets | 300,424 | 2,303 |
Valuation allowance | (300,424) | (2,303) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes - Schedule Of Inco
Income Taxes - Schedule Of Income Tax Provision (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Current | ||
Federal | $ 0 | $ 890,770 |
State | 0 | 0 |
Deferred | ||
Federal | (2,303) | (298,121) |
State | 0 | 0 |
Valuation allowance | 2,303 | 298,121 |
Income tax provision | $ 0 | $ 890,770 |
Income Taxes - Schedule Of Reco
Income Taxes - Schedule Of Reconciliation Company's Effective Tax Rate (Detail) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Statutory state rate, net of federal benefit | 0% | 0% |
Merger costs | 0% | (91.60%) |
Change in valuation allowance | (21.00%) | (35.60%) |
Income Taxes Benefit | 0% | (106.20%) |