Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Document Information Line Items | |
Entity Registrant Name | HWEL Holdings Corp. |
Document Type | S-4 |
Amendment Flag | false |
Entity Central Index Key | 0001975723 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 137,752 | $ 749,256 |
Prepaid expenses | 330,178 | 489,708 |
Total current assets | 467,930 | 1,238,964 |
Prepaid expenses – noncurrent | 265,999 | |
Investments held in Trust Account | 253,668,826 | 250,036,950 |
Total Assets | 254,136,756 | 251,541,913 |
Current liabilities: | ||
Accounts payable | 5,100 | 12,475 |
Accrued expenses | 475,928 | 82,947 |
Income tax payable | 393,497 | |
Franchise tax payable | 53,733 | 182,466 |
Total current liabilities | 928,258 | 277,888 |
Warrant liabilities | 1,616,000 | 11,918,000 |
Derivative liability – forward purchase agreement | 484,000 | 16,000 |
Deferred underwriting fee payable | 8,750,000 | 8,750,000 |
Deferred tax liability | 365,381 | |
Total Liabilities | 12,143,639 | 20,961,888 |
Commitments and Contingencies (Note 6) | ||
Class A common stock, subject to possible redemption, $0.0001 par value; 25,000,000 shares at redemption value | 252,755,071 | 250,000,000 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value; 380,000,000 shares authorized; no shares issued and outstanding (excluding 25,000,000 shares subject to possible redemption) | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 6,250,000 shares issued and outstanding | 625 | 625 |
Additional paid-in capital | ||
Accumulated deficit | (10,762,579) | (19,420,600) |
Total stockholders’ deficit | (10,761,954) | (19,419,975) |
Total Liabilities and Stockholders’ Deficit | $ 254,136,756 | $ 251,541,913 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Temporary Equity, Par Or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 25,000,000 | 25,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 380,000,000 | 380,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 6,250,000 | 6,250,000 |
Common stock, shares outstanding | 6,250,000 | 6,250,000 |
Statements of Operations
Statements of Operations - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Operating and formation costs | $ 552,633 | $ 1,423,490 |
Franchise tax expense | 182,466 | 200,800 |
Loss from operations | (735,099) | (1,624,290) |
Expensed offering costs | (1,020,874) | |
Unrealized gains on investments held in Trust Account | 18,824 | 1,721,085 |
Realized gains on investments held in Trust Account | 18,126 | 2,241,175 |
Loss on change in fair value of derivative liability – forward purchase agreement | (456,000) | (468,000) |
Gain on change in fair value of warrant liabilities | 6,666,000 | 10,302,000 |
Income before income taxes | 4,490,977 | 12,171,970 |
Income tax expense | (758,878) | |
Net income | $ 4,490,977 | $ 11,413,092 |
Common Class A [Member] | ||
Basic and diluted weighted average shares outstanding (in Shares) | 11,144,578 | 25,000,000 |
Basic and diluted net income per share (in Dollars per share) | $ 0.26 | $ 0.37 |
Common Class B [Member] | ||
Basic and diluted weighted average shares outstanding (in Shares) | 6,099,398 | 6,250,000 |
Basic and diluted net income per share (in Dollars per share) | $ 0.26 | $ 0.37 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Common Class A [Member] | ||
weighted average shares outstanding diluted (in Shares) | 11,144,578 | 25,000,000 |
Diluted net income per share (in Dollars per share) | $ 0.26 | $ 0.37 |
Common Class B [Member] | ||
weighted average shares outstanding diluted (in Shares) | 6,099,398 | 6,250,000 |
Diluted net income per share (in Dollars per share) | $ 0.26 | $ 0.37 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Feb. 01, 2021 | |||||
Balance (in Shares) at Feb. 01, 2021 | |||||
Issuance of Class B common stock to Sponsor | $ 719 | 24,281 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 7,187,500 | ||||
Excess of cash received over fair value of Private Placement Warrants | 616,000 | 616,000 | |||
Record fair value of initial derivative asset – forward purchase agreement | 440,000 | 440,000 | |||
Fair value of Founders Shares transferred to Anchor Investors | 7,207,313 | 7,207,313 | |||
Forfeiture of Class B common stock | $ (94) | 94 | |||
Forfeiture of Class B common stock (in Shares) | (937,500) | ||||
Remeasurement of Class A common stock subject to redemption to redemption amount | (8,287,594) | (23,911,671) | (32,199,265) | ||
Net income | 4,490,977 | 4,490,977 | |||
Balance at Dec. 31, 2021 | $ 625 | (19,420,600) | (19,419,975) | ||
Balance (in Shares) at Dec. 31, 2021 | 6,250,000 | ||||
Remeasurement of Class A common stock subject to redemption to redemption amount | (2,755,071) | (2,755,071) | |||
Net income | 11,413,092 | 11,413,092 | |||
Balance at Dec. 31, 2022 | $ 625 | $ (10,762,579) | $ (10,761,954) | ||
Balance (in Shares) at Dec. 31, 2022 | 6,250,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 4,490,977 | $ 11,413,092 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Expensed offering costs | 1,020,874 | |
Unrealized gain on investments held in Trust Account | (18,824) | (1,721,085) |
Realized gain on investments held in Trust Account | (18,126) | (2,241,175) |
Loss on change in fair value of derivative liability – forward purchase agreement | 456,000 | 468,000 |
Gain on change in fair value of warrant liabilities | (6,666,000) | (10,302,000) |
Deferred tax expense | 365,381 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (755,707) | 425,529 |
Accounts payable | 12,475 | (7,375) |
Accrued expenses | 82,947 | 392,981 |
Income tax payable | 393,497 | |
Franchise tax payable | 182,466 | (128,733) |
Net cash used in operating activities | (1,212,918) | (941,888) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (250,000,000) | |
Proceeds from Trust Account to pay taxes | 330,384 | |
Net cash provided by (used) in investing activities | (250,000,000) | 330,384 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from issuance of promissory note to related party | 350,000 | |
Repayment of promissory note | (350,000) | |
Proceeds from initial public offering, net of underwriter’s discount paid | 245,000,000 | |
Proceeds from sale of private placement warrants | 7,700,000 | |
Offering costs paid | (762,826) | |
Net cash provided by financing activities | 251,962,174 | |
Net change in cash | 749,256 | (611,504) |
Cash – beginning of period | 749,256 | |
Cash – end of period | 749,256 | 137,752 |
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred underwriting fee payable | 8,750,000 | |
Initial classification of derivative asset – forward purchase agreement | 440,000 | |
Remeasurement of Class A common stock subject to possible redemption to redemption value | 32,199,265 | 2,755,071 |
Fair value of Founders Shares transferred to Anchor Investors | 7,207,313 | |
Forfeiture of Class B common stock | $ 94 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Healthwell Acquisition Corp. I (the “Company”) is a blank check company incorporated in Delaware on February 2, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the year ended December 31, 2022 relates to the Company’s formation, its initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, its search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on August 2, 2021. On August 5, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,700,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Healthwell Acquisition Corp. I Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,700,000 (see Note 4). Transaction costs amounted to $21,720,139, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees, $7,207,313 of non -cash Following the closing of the Initial Public Offering on August 5, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with maturities of 185 days or less, or in any open -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post -transaction The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. 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, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. In such case, pursuant to the terms of a letter agreement entered into with the Company, the initial stockholders have agreed (and their permitted transferees will agree) to vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of an initial Business Combination. The Company expects that at the time of any stockholder vote relating to an initial Business Combination, the initial stockholders and their permitted transferees will own at least 20% of the issued and outstanding common stock entitled to vote thereon. The directors and officers also have agreed to vote in favor of an initial Business Combination with respect to any Public Shares acquired by them. These voting thresholds, and the voting agreements of the initial stockholders, may make it more likely that the Company will consummate a Business Combination. Each public stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive: (i) its redemption rights with respect to any Founder Shares and Public Shares held by them, as applicable, in connection with the completion of an initial Business Combination; (ii) its redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company do not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre -initial The Company will have until August 5, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten -share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the taxes except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Going Concern and Liquidity As of December 31, 2022, the Company had $137,752 in cash held outside of the Trust Account and a working capital deficit of $460,328. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of December 31, 2022, will not be sufficient to allow the Company to operate until August 5, 2023, the date at which the Company must complete a Business Combination. While the Company expects to have sufficient access to additional sources of capital under Working Capital Loans (as defined in Note 5), or from third parties, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available if necessary. Further, if a Business Combination is not consummated by August 5, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise 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 these financial statements are issued. Management plans to address this uncertainty through a Business Combination as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. 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 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. As a result of this action and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third -party Inflation Reduction Act of 2022 and Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by a domestic corporation beginning in 2023, with certain exceptions (the “Excise Tax”). Because the Company is a Delaware corporation, it will be a “covered corporation” within the meaning of the IR Act, and while not free from doubt, it is possible that, unless an exemption is available, the Company (or any post -combination -share |
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 of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At December 31, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations. At December 31, 2022, the assets held in the Trust Account were $253,668,826. For the year ended December 31, 2022, $330,384 of income was released from the Trust Account for the payment of taxes. Warrant Liabilities The Company accounts for warrants as either equity -classified -classified Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash Class A Common Stock Subject to Possible Redemption All of the 25,000,000 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid -in As of December 31, 2022, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds 250,000,000 Less: Proceeds allocated to Public Warrants (11,500,000 ) Issuance costs allocated to Class A common stock (20,699,265 ) Plus: Remeasurement of carrying value to redemption value 32,199,265 Class A common stock subject to possible redemption at December 31, 2021 250,000,000 Remeasurement of carrying value to redemption value 2,755,071 Class A common stock subject to possible redemption at December 31, 2022 $ 252,755,071 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash The Forward Purchase Agreement (as defined in Note 7) is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The Forward Purchase Agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. As of December 31, 2022, the Company estimated the fair value of the derivative liability related to its Forward Purchase Agreement to be $484,000. See Note 10 for additional information related to fair value measurements. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not See Note 9 for additional information on income taxes for the periods presented. Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted -average The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 9,130,474 $ 2,282,618 $ 2,902,465 $ 1,588,512 Denominator: Basic and diluted weighted average shares outstanding (1) 25,000,000 6,250,000 11,144,578 6,099,398 Basic and diluted net income per share $ 0.37 $ 0.37 $ 0.26 $ 0.26 (1) -allotment -allotment Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Initial Public Offering was declared effective on August 2, 2021. On August 5, 2021, the Company completed the Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consisted of one share of Class A common stock and one -half |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Private Placement Abstract | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($7,700,000 in aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net 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 proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
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 February 10, 2021, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 937,500 Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over -allotment -converted On September 11, 2021, the underwriters’ over -allotment The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold until the earlier of (A) one -divisions -trading A total of twelve anchor investors (the “Anchor Investors” representing both the Original Anchor Investors and the Additional Anchor Investors as defined below) purchased Units in the Initial Public Offering; nine of which each purchased 2,400,000 Units at the offering price of $10.00 per Unit, and three of which each purchased 1,200,000 Units at the offering price of $10.00 per Unit. Pursuant to such Units, the Anchor Investors have not been granted any stockholder or other rights in addition to those afforded to the Company’s other public stockholders. Three anchor investors (the “Original Anchor Investors”) entered into separate subscription agreements in February 2021 with the Sponsor for indirect interests in the Founder Shares held by the Sponsor for a nominal amount. Certain interests in Founder Shares were granted to the Original Anchor Investors subject to a performance condition (i.e., if any Anchor Investor transfers the Units purchased in the Initial Public Offering (or the Class A common stock underlying such Units) prior to the closing of an initial Business Combination (other than to its affiliates or such other parties that are approved in advance in writing by the Sponsor) or it elects to redeem any of the Class A common stock purchased in the Initial Public Offering) and must be returned to the Sponsor if performance conditions are not met. Compensation expense related to these interests will be recognized only when the performance condition is probable of occurrence under ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). As of December 31, 2022, no stock -based -based The other nine anchor investors (the “Additional Anchor Investors”) entered into separate subscription agreements in July 2021 with the Sponsor for indirect interests in the Founder Shares held by the Sponsor. The Additional Anchor Investors purchased interests representing an aggregate of 1,125,000 Founder Shares at a purchase price of $0.004 per share or $3,938 in the aggregate. Further, the Additional Anchor Investors are not required to (i) hold any Units, shares of Class A common stock or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any shares of Class A common stock they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors will have the same rights to the funds held in the Trust Account with respect to the shares of Class A common stock underlying the Units they may purchase in the Initial Public Offering as the rights afforded to the other public stockholders. The Company estimated the fair value at July 20, 2021 of the Founder Share interests attributable to the Additional Anchor Investors to be $7,211,250 or $6.41 per share. The excess of the fair value of the Founder Shares sold over the purchase price was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost will be 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 derivative warrant liabilities were expensed immediately in the statement of operations upon the Initial Public Offering. Offering costs allocated to the Public Shares were charged to stockholder’s equity (deficit) at the date of the Initial Public Offering. On February 24, 2021, the Sponsor granted units in the Sponsor to certain of the Company’s directors, executive officers, and other advisors representing indirect interests in the Founder Shares for no cash consideration. These awards are subject to ASC 718. Under ASC 718, stock -based -classified no -based -based The total number of indirect interests in the Founder Shares granted were 1,404,532 Promissory Note — Related Party On February 10, 2021, the Company issued an unsecured promissory note, as amended on July 6, 2021, to the Sponsor (the “Promissory Note”), pursuant to which the Company received proceeds of $350,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non -interest Related Party Loans 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 directors and officers 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 $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business no Public Relation Services Daniel J. Edelman Inc. provides public relation services to the Company relating to finding a suitable target for the initial Business Combination. George Hornig who serves as Co -Chair |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on August 2, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founders Shares) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $8,750,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants Disclosure Abstract | |
WARRANTS | NOTE 7. WARRANTS As of December 31, 2022, there were 7,700,000 Private Placement Warrants and 12,500,000 Public Warrants outstanding. A warrant holder may exercise its warrants only for a whole number of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole warrant. The warrants will expire five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant, if not cash settled, will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial Business Combination, the Company will use the commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use the commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 . Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • • • • 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A common stock is available throughout the 30 -day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Commencing ninety days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • • • 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrant holders is less than $18.00 per share, then the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. In addition, if (x) the Company issue additional common stock or equity -linked The Private Placement Warrants are identical to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable (except as described above under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”); (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 an initial Business Combination, as described below; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the common stock issuable upon exercise of these warrants) are entitled to registration rights. In connection with the Initial Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Peterson Partners, a member of the Sponsor, pursuant to which Peterson Partners has subscribed to purchase from the Company 4,000,000 units, with each unit consisting of one share of Class A common stock (“Forward Purchase Shares”) and one -half The obligations under the Forward Purchase Agreement do not depend on whether any shares of Class A common stock are redeemed by the public stockholders. The obligation of Peterson Partners to purchase units under the Forward Purchase Agreement will, among other things, be terminated in the event that the Company does not complete a Business Combination within the Combination Period. The Company accounts for the 20,200,000 warrants issued in connection with the Initial Public Offering (including 12,500,000 Public Warrants and 7,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815 -40 The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. As of December 31, 2022, the Company estimated the fair value of the warrant derivative liabilities to be $1,616,000. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re -measurement -measurement |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board. As of December 31, 2022, there were no Class A common stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. As of December 31, 2022, there were 25,000,000 shares of Class A common stock issued and outstanding, of which 25,000,000 shares of Class A common stock are subject to possible redemption. Class B common stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. As of December 31, 2022, there were 6,250,000 shares of Class B common stock issued and outstanding. On September 11, 2021, the underwriters 45-day option expired. As a result, 937,500 shares of Class B common stock were forfeited. Holders of Class B common stock will have the right to appoint all of the directors and may remove members of the Board for any reason. On any other matter submitted to a vote of the stockholders, holders of the shares of Class B common stock and holders of the Class A common stock will vote together as a single class, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business Combination, or earlier at the option of the holder, on a one -for-one -linked -dilution -linked -linked |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s net deferred tax assets (liabilities) as of December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets: Start-up costs $ 414,045 $ 116,053 Net operating loss carryforwards — 34,511 Total deferred tax assets 414,045 150,564 Valuation allowance (414,045 ) (146,611 ) Deferred tax liabilities: Unrealized gain on investments (365,381 ) (3,953 ) Total deferred tax liabilities (365,381 ) (3,953 ) Deferred tax liabilities, net of allowance $ (365,381 ) $ — The income tax provision for the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021 consists of the following: For the For the Federal Current $ 393,497 $ — Deferred 97,948 (146,611 ) State Current $ — $ — Deferred — — Change in valuation allowance 267,433 146,611 Income tax provision $ 758,878 $ — As of December 31, 2022 and 2021, the Company had available U.S. federal operating loss carry forwards of approximately $0 and $164,000, respectively, that may be carried forward indefinitely. 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 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 the information available, management believes that significant uncertainty exists with respect to future realization of certain deferred tax assets and has therefore established a valuation allowance. For the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021, the change in valuation allowance was $267,433 and $146,611, respectively. F-22 A reconciliation of the federal income tax rate to the Company’s effective tax rates for the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021 is as follows: For the For the Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (17.8 )% (31.2 )% Change in fair value of derivative liability – forward purchase 0.8 % 2.1 % Non-deductible transaction costs 0.0 % 4.8 % Change in valuation allowance 2.2 % 3.3 % Income tax provision 6.2 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction, California and Illinois which remain open and subject to examination for the period from February 2, 2021 (inception) through December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 253,668,826 $ 253,668,826 $ — $ — Liabilities Warrant liability – Public Warrants $ 1,000,000 $ 1,000,000 $ — $ — Warrant liability – Private Placement Warrants $ 616,000 $ — $ 616,000 $ — Derivative liability – forward purchase agreement $ 484,000 $ — $ — $ 484,000 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 250,036,950 $ 250,036,950 $ — $ — Liabilities Warrant liability – Public Warrants $ 7,375,000 $ 7,375,000 $ — $ — Warrant liability – Private Placement Warrants $ 4,543,000 $ — $ — $ 4,543,000 Derivative liability – forward purchase agreement $ 16,000 $ — $ — $ 16,000 The Company utilized a binomial lattice model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2022 and December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker HWELW. The quoted price of the Public Warrants was $0.08 and $0.59 per warrant as of December 31, 2022 and December 31, 2021, respectively. In prior periods, the Company utilized a binomial lattice model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement Warrant liability was initially determined using Level 3 inputs. As of December 31, 2022, the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The model used to estimate the fair value of the derivative asset for the Forward Purchase Agreement is based on the assumption that the Forward Purchase Securities are equivalent to the Units and determined, on a per unit basis, as the price of the Units less the present value of the contractually stipulated forward price of $10.00. Transfers to/from Levels The following table provides the significant inputs to the binomial lattice method for the initial fair value of the Public Warrants: At August 5, Stock price $ 9.88 Strike price $ 11.50 Dividend yield — % Term to expected Business Combination (in years) (1) 1.0 Volatility 16.0 % Risk-free rate (2) 0.87 % Fair value of warrants $ 0.92 (1) (2) -free The following table provides the significant inputs to the binomial lattice method for the fair value of the Private Placement Warrants: As of Stock price $ 9.69 Strike price $ 11.50 Dividend yield — Term to expected Business Combination (in years) (1) 0.6 Volatility 10.6% Risk-free rate (2) 0.23%/1.31% Fair value of warrants $ 0.59 (1) (2) -free The following table provides the significant inputs to the model for the fair value of the Forward Purchase Agreement: As of As of December 31, 2021 Stock price $ 9.91 $ 9.69 Strike price $ 11.50 $ 11.50 Dividend yield — — Term to expected Business Combination (in years) 0.5 0.6 Volatility de minimus 10.6% Risk-free rate (1) 4.70%/3.98% 0.23%/1.31% Probability of Business Combination 60% N/A (2) Fair value of derivative (asset) liability – forward purchase agreement $ 0.121 $ 0.004 (1) -free (2) -free The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Initial measurement as of August 5, 2021 $ 18,144,000 Transfer of Public Warrants to Level 1 measurement (11,500,000 ) Change in fair value (2,085,000 ) Fair value as of December 31, 2021 4,559,000 Transfer of Private Placement to Level 2 measurement (1,540,000 ) Change in fair value (2,535,000 ) Fair value as of December 31, 2022 $ 484,000 The Company recognized gains in connection with changes in the fair value of warrant liabilities of $10,302,000 (including $6,375,000 related to the Public Warrants — Level 1 and $3,927,000 related to the Private Placement Warrants — Level 3) within the statement of operations for the year ended December 31, 2022. The Company recognized a loss in connection with changes in the fair value of derivative liability — forward purchase agreement of $468,000 within the statement of operations for the year ended December 31, 2022. The Company recognized gains in connection with changes in the fair value of warrant liabilities of $6,666,000 within the statement of operations for the period from February 2, 2021 (inception) through December 31, 2021. The Company recognized losses in connection with changes in the fair value of derivative liability — forward purchase agreement of $456,000 within the statement of operations for the period from February 2, 2021 (inception) through December 31, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. 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 upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations. At December 31, 2022, the assets held in the Trust Account were $253,668,826. For the year ended December 31, 2022, $330,384 of income was released from the Trust Account for the payment of taxes. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity -classified -classified Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 25,000,000 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid -in As of December 31, 2022, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds 250,000,000 Less: Proceeds allocated to Public Warrants (11,500,000 ) Issuance costs allocated to Class A common stock (20,699,265 ) Plus: Remeasurement of carrying value to redemption value 32,199,265 Class A common stock subject to possible redemption at December 31, 2021 250,000,000 Remeasurement of carrying value to redemption value 2,755,071 Class A common stock subject to possible redemption at December 31, 2022 $ 252,755,071 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash The Forward Purchase Agreement (as defined in Note 7) is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The Forward Purchase Agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. As of December 31, 2022, the Company estimated the fair value of the derivative liability related to its Forward Purchase Agreement to be $484,000. See Note 10 for additional information related to fair value measurements. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not See Note 9 for additional information on income taxes for the periods presented. |
Net Income Per Share of Common Stock | Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted -average The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 9,130,474 $ 2,282,618 $ 2,902,465 $ 1,588,512 Denominator: Basic and diluted weighted average shares outstanding (1) 25,000,000 6,250,000 11,144,578 6,099,398 Basic and diluted net income per share $ 0.37 $ 0.37 $ 0.26 $ 0.26 (1) -allotment -allotment |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of class A common stock subject to redemption | Gross proceeds 250,000,000 Less: Proceeds allocated to Public Warrants (11,500,000 ) Issuance costs allocated to Class A common stock (20,699,265 ) Plus: Remeasurement of carrying value to redemption value 32,199,265 Class A common stock subject to possible redemption at December 31, 2021 250,000,000 Remeasurement of carrying value to redemption value 2,755,071 Class A common stock subject to possible redemption at December 31, 2022 $ 252,755,071 |
Schedule of earnings per shares basic and diluted | For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 9,130,474 $ 2,282,618 $ 2,902,465 $ 1,588,512 Denominator: Basic and diluted weighted average shares outstanding (1) 25,000,000 6,250,000 11,144,578 6,099,398 Basic and diluted net income per share $ 0.37 $ 0.37 $ 0.26 $ 0.26 (1) -allotment -allotment |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | December 31, 2022 2021 Deferred tax assets: Start-up costs $ 414,045 $ 116,053 Net operating loss carryforwards — 34,511 Total deferred tax assets 414,045 150,564 Valuation allowance (414,045 ) (146,611 ) Deferred tax liabilities: Unrealized gain on investments (365,381 ) (3,953 ) Total deferred tax liabilities (365,381 ) (3,953 ) Deferred tax liabilities, net of allowance $ (365,381 ) $ — |
Schedule of income tax provision | For the For the Federal Current $ 393,497 $ — Deferred 97,948 (146,611 ) State Current $ — $ — Deferred — — Change in valuation allowance 267,433 146,611 Income tax provision $ 758,878 $ — |
Summary of effective income tax rate reconciliation | For the For the Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (17.8 )% (31.2 )% Change in fair value of derivative liability – forward purchase 0.8 % 2.1 % Non-deductible transaction costs 0.0 % 4.8 % Change in valuation allowance 2.2 % 3.3 % Income tax provision 6.2 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule Of Financial Assets And Liabilities That are measured at fair value on a recurring basis | Description Amount at Level 1 Level 2 Level 3 December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 253,668,826 $ 253,668,826 $ — $ — Liabilities Warrant liability – Public Warrants $ 1,000,000 $ 1,000,000 $ — $ — Warrant liability – Private Placement Warrants $ 616,000 $ — $ 616,000 $ — Derivative liability – forward purchase agreement $ 484,000 $ — $ — $ 484,000 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 250,036,950 $ 250,036,950 $ — $ — Liabilities Warrant liability – Public Warrants $ 7,375,000 $ 7,375,000 $ — $ — Warrant liability – Private Placement Warrants $ 4,543,000 $ — $ — $ 4,543,000 Derivative liability – forward purchase agreement $ 16,000 $ — $ — $ 16,000 (1) (2) -free |
Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Methods | At August 5, Stock price $ 9.88 Strike price $ 11.50 Dividend yield — % Term to expected Business Combination (in years) (1) 1.0 Volatility 16.0 % Risk-free rate (2) 0.87 % Fair value of warrants $ 0.92 As of Stock price $ 9.69 Strike price $ 11.50 Dividend yield — Term to expected Business Combination (in years) (1) 0.6 Volatility 10.6% Risk-free rate (2) 0.23%/1.31% Fair value of warrants $ 0.59 (1) (2) -free As of As of December 31, 2021 Stock price $ 9.91 $ 9.69 Strike price $ 11.50 $ 11.50 Dividend yield — — Term to expected Business Combination (in years) 0.5 0.6 Volatility de minimus 10.6% Risk-free rate (1) 4.70%/3.98% 0.23%/1.31% Probability of Business Combination 60% N/A (2) Fair value of derivative (asset) liability – forward purchase agreement $ 0.121 $ 0.004 (1) -free (2) -free |
Summary of Changes in the fair value of the level 3 financial instruments that are measured at fair value on a recurring basis | Initial measurement as of August 5, 2021 $ 18,144,000 Transfer of Public Warrants to Level 1 measurement (11,500,000 ) Change in fair value (2,085,000 ) Fair value as of December 31, 2021 4,559,000 Transfer of Private Placement to Level 2 measurement (1,540,000 ) Change in fair value (2,535,000 ) Fair value as of December 31, 2022 $ 484,000 |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern (Details) - USD ($) | 5 Months Ended | 11 Months Ended | 12 Months Ended | |
Aug. 05, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Date of incorporation | Feb. 02, 2021 | |||
Proceeds from initial public offering | $ 245,000,000 | |||
Proceeds from the issuance of warrants | 7,700,000 | |||
Payment to acquire restricted investments | 250,000,000 | |||
Minimum net worth needed to effect business combination | $ 5,000,001 | $ 5,000,001 | ||
Minimum percentage of common stock to be owned by the initial shareholders | 20% | 20% | ||
Minimum percentage of public shares that can be transferred | 15% | 15% | ||
Percentage of public shares to redeemed in case business combination is not consummated | 100% | 100% | ||
Threshold number of days within which public shares shall be redeemed in case business combination is not consummated | 10 years | |||
Expenses payable on dissolution | $ 100,000 | $ 100,000 | ||
Minimum per share amount to be maintained in the trust account (in Dollars per share) | $ 10 | $ 10 | ||
Cash held | $ 137,752 | $ 137,752 | ||
Net working capital | $ 460,328 | $ 460,328 | ||
Term of restricted investments | 185 days | |||
Threshold time period for consummating business combination from the date of initial public offer | 24 months | |||
Minimum [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Minimum percentage of the value of the trust account of the acquire for which acquisition shall be carried out | 80% | 80% | ||
Temporary equity redemption price per share (in Dollars per share) | $ 10 | $ 10 | ||
After thirty first december two thousand and twenty two [Member] | Inflation reduction act of two thousand and twenty two [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Percentage of excise tax on certain share repurchases on fair value | 1% | |||
Others Investees [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Equity method investment ownership percentage | 50% | 50% | ||
IPO [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Transaction cost | $ 21,720,139 | |||
Underwriting fees | 5,000,000 | |||
Deferred Underwriting Fees | $ 8,750,000 | 8,750,000 | ||
Anchor investor offering costs | 7,207,313 | |||
Other offering costs | $ 762,826 | |||
Shares Issued, Price Per Share (in Dollars per share) | $ 10 | $ 10 | ||
Common Class A [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Proceeds from initial public offering | $ 250,000,000 | |||
Common Class A [Member] | IPO [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Stock issued during the period shares new issues (in Shares) | 25,000,000 | |||
Shares Issued, Price Per Share (in Dollars per share) | $ 10 | |||
Sponsor [Member] | Private Placement [Member] | ||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||
Class of warrants or rights warrants issued during the period units (in Shares) | 7,700,000 | |||
Class of warrants or rights issue price per warrant (in Dollars per share) | $ 1 | $ 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 11, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Assets held in the trust account | $ 253,668,826 | $ 250,036,950 | $ 253,668,826 | |
Trust Account for the payment of taxes | 330,384 | |||
Warrant derivative liabilities | 1,616,000 | 1,616,000 | ||
Dissolution expenses | 100,000 | 100,000 | ||
Redeemable common stock | 2,755,071 | |||
Public warrants of offering cost | 1,020,874 | |||
Aggregate shares of common stock (in Shares) | 937,500 | |||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | ||
Warrant [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Diluted income per share (in Shares) | 20,200,000 | 20,200,000 | ||
IPO [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Offering costs amount | $ 21,720,139 | |||
Underwriting discount | 5,000,000 | |||
Deferred underwriting fees | $ 8,750,000 | 8,750,000 | ||
Anchor investor offering costs | 7,207,313 | |||
Other offering costs | $ 762,826 | |||
Common Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Shares of class A common stock (in Shares) | 25,000,000 | 25,000,000 | 25,000,000 | |
Offering costs | $ 20,699,265 | |||
Class B Common Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Forfeited shares (in Shares) | 937,500 | 937,500 | ||
Forward Purchase Agreement [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Purchase of agreement | $ 484,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of class A common stock subject to redemption - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule Of Class ACommon Stock Subject To Redemption [Abstract] | ||
Gross proceeds | $ 250,000,000 | |
Less: | ||
Proceeds allocated to Public Warrants | (11,500,000) | |
Issuance costs allocated to Class A common stock | (20,699,265) | |
Plus: | ||
Remeasurement of carrying value to redemption value | 32,199,265 | $ 2,755,071 |
Class A common stock subject to possible redemption | $ 250,000,000 | $ 252,755,071 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of earnings per shares basic and diluted - $ / shares | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | ||
Class A | |||
Numerator: | |||
Net income | $ 2,902,465 | $ 9,130,474 | |
Denominator: | |||
Basic and diluted weighted average shares outstanding (in Shares) | [1] | 11,144,578 | 25,000,000 |
Basic and diluted net income per share | $ 0.26 | $ 0.37 | |
Class B | |||
Numerator: | |||
Net income | $ 1,588,512 | $ 2,282,618 | |
Denominator: | |||
Basic and diluted weighted average shares outstanding (in Shares) | [1] | 6,099,398 | 6,250,000 |
Basic and diluted net income per share | $ 0.26 | $ 0.37 | |
[1]For the period from February 2, 2021 (inception) through December 31, 2021 weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that were subject to forfeiture if the over -allotment -allotment |
Initial Public Offering (Detail
Initial Public Offering (Details) | Aug. 05, 2021 USD ($) $ / shares shares |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Initial public offering (in Shares) | shares | 25,000,000 |
Initial public offering price per share | $ 10 |
Gross proceeds (in Dollars) | $ | $ 250,000,000 |
Public Warrants [Member] | |
Initial Public Offering (Details) [Line Items] | |
Exercise price per share | $ 11.5 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Private Placement (Details) [Line Items] | |
Proceeds from the issuance of warrants (in Dollars) | $ | $ 7,700,000 |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Class of warrants or rights exercise price of warrants or rights | $ 11.5 |
Sponsor [Member] | Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Class of warrants or rights warrants issued during the period units (in Shares) | shares | 7,700,000 |
Class of warrants or rights issue price per warrant | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Sep. 11, 2021 | Aug. 05, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Jul. 20, 2021 | Feb. 10, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||
Minimum percentage of common stock to be owned by the initial shareholders | 20% | ||||||
Stock-based compensation expense | |||||||
Related Party Transaction, Amounts of Transaction | $ 46,811 | ||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 44,558 | ||||||
Class B Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Stock issued during period, value, issued for sponsor | $ 25,000 | ||||||
Sponsor [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Grant date fair value (in Shares) | 1,404,532 | ||||||
Class B Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Stock issued during period, shares, issued for sponsor (in Shares) | 7,187,500 | ||||||
Common Stock Shares Subject To Forfeiture (in Shares) | 937,500 | ||||||
Minimum percentage of common stock to be owned by the initial shareholders | 20% | ||||||
Number of shares forfeited (in Shares) | 937,500 | 937,500 | |||||
Common Class A [Member] | Initial Public Offering [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Stock issued during the period shares new issues (in Shares) | 25,000,000 | ||||||
Sale of stock issue price per share (in Dollars per share) | $ 10 | ||||||
Sponsor [Member] | Common Class A [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Share price (in Dollars per share) | $ 12 | ||||||
Number of trading days for determining the share price | 20 days | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Waiting period after business combination for determining the share price | 150 days | ||||||
Sponsor [Member] | Common Class A [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Lock in period | 1 year | ||||||
Sponsor [Member] | Additional Anchor Investors [Member] | Subscription Agreement [Member] | Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Stock issued during period value new issues | $ 3,938 | ||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Working capital loans converted into warrants at a later date | $ 1,500,000 | ||||||
Anchor Investors [Member] | Initial Public Offering [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Stock issued during the period shares new issues (in Shares) | 2,400,000 | ||||||
Sale of stock issue price per share (in Dollars per share) | $ 10 | ||||||
Original Anchor Investors [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Sale of stock issue price per share (in Dollars per share) | $ 4.09 | ||||||
Fair value of the founder shares sold to investors | $ 1,796,901 | ||||||
Original Anchor Investors [Member] | Initial Public Offering [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Stock issued during the period shares new issues (in Shares) | 1,200,000 | ||||||
Sale of stock issue price per share (in Dollars per share) | $ 10 | ||||||
Additional Anchor Investors [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Estimated fair value of founder shares interests sold to investors | $ 7,211,250 | ||||||
Estimated fair value of founder shares interests sold to investors per share (in Dollars per share) | $ 6.41 | ||||||
Additional Anchor Investors [Member] | Sponsor [Member] | Subscription Agreement [Member] | Founder Shares [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Share price (in Dollars per share) | $ 0.004 | ||||||
Stock issued during the period shares new issues (in Shares) | 1,125,000 | ||||||
Promissory Note [Member] | Sponsor [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Received proceeds | $ 350,000 | ||||||
Working Capital Loans [Member] | Sponsor [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Debt instrument conversion price per share (in Dollars per share) | $ 1 | ||||||
Bank Overdrafts | |||||||
Daniel J Edelman Inc [Member] | Public Relation Services [Member] | Accounts Payable [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 2,253 |
Commitments (Details)
Commitments (Details) - Underwriting Agreement [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Commitments (Details) [Line Items] | |
Underwriting discount per share | $ / shares | $ 0.2 |
Aggregate amount | $ | $ 5,000,000 |
Deferred underwriting commission per share | $ / shares | $ 0.35 |
Deferred underwriting commission payable | $ | $ 8,750,000 |
Over-Allotment Option [Member] | |
Commitments (Details) [Line Items] | |
Additional units | shares | 3,750,000 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Warrants (Details) [Line Items] | |
Warrants or rights outstanding term | 5 years |
Number of consecutive trading days for determining share price | 20 days |
Minimum lock In period to become effective after the closing of the initial Business Combination | 60 days |
Derivative liability (in Dollars) | $ | $ 1,616,000 |
IPO [Member] | |
Warrants (Details) [Line Items] | |
Class of warrants and rights issued during the period (in Shares) | shares | 20,200,000 |
Share Price Equals or Exceeds Eighteen Rupees per dollar [Member] | |
Warrants (Details) [Line Items] | |
Class of warrants, redemption notice period | 30 days |
Share Price Equals or Exceeds USD Ten Per share [Member] | |
Warrants (Details) [Line Items] | |
Share price | $ 10 |
Share Price Less Than Usd Nine Point Two Per Share [Member] | |
Warrants (Details) [Line Items] | |
Share price | $ 9.2 |
Minimum percentage gross proceeds required from issuance of equity | 60% |
Volume weighted average trading price trading days | 20 days |
Class A Common Stock [Member] | Share Price Equals or Exceeds Eighteen Rupees per dollar [Member] | |
Warrants (Details) [Line Items] | |
Number of consecutive trading days for determining share price | 20 days |
Share price | $ 18 |
Class of warrants, redemption price per unit | $ 0.01 |
Number of trading days for determining share price | 30 days |
Share price | $ 18 |
Class of warrants, redemption notice period | 30 days |
Share price | $ 18 |
Class of warrants, exercise price adjustment percentage | 100% |
Class A Common Stock [Member] | Share Price Equals or Exceeds USD Ten Per share [Member] | |
Warrants (Details) [Line Items] | |
Number of consecutive trading days for determining share price | 20 days |
Share price | $ 10 |
Class of warrants, redemption price per unit | $ 0.1 |
Number of trading days for determining share price | 30 days |
Class of warrants, redemption notice period | 30 days |
Class of warrants, exercise price adjustment percentage | 180% |
Class A Common Stock [Member] | Share Price Less Than Usd Nine Point Two Per Share [Member] | |
Warrants (Details) [Line Items] | |
Share price | $ 9.2 |
Class of warrant or right exercise price adjustment percentage higher of market value | 115% |
Forward Purchase Agreement [Member] | |
Warrants (Details) [Line Items] | |
Purchase share (in Shares) | shares | 1 |
Derivative asset (in Dollars) | $ | $ 484,000 |
Private Placement Warrants [Member] | |
Warrants (Details) [Line Items] | |
Class of warrant or right, outstanding (in Shares) | shares | 7,700,000 |
Class of warrants and rights issued during the period (in Shares) | shares | 7,700,000 |
Private Placement Warrants [Member] | Class A Common Stock [Member] | Share Price Equals or Exceeds USD Ten Per share [Member] | |
Warrants (Details) [Line Items] | |
Share price | $ 18 |
Public Warrants [Member] | |
Warrants (Details) [Line Items] | |
Class of warrant or right, outstanding (in Shares) | shares | 12,500,000 |
Class of warrants and rights issued during the period (in Shares) | shares | 12,500,000 |
Forward Purchase Warrants [Member] | |
Warrants (Details) [Line Items] | |
Class of warrants and rights issued, price per warrant | $ 10 |
Aggregate amount (in Dollars) | $ | $ 40,000,000 |
Forward Purchase Warrants [Member] | IPO [Member] | |
Warrants (Details) [Line Items] | |
Class of warrants and rights issued during the period (in Shares) | shares | 4,000,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 12 Months Ended | ||
Sep. 11, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Deficit (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class A Common Stock [Member] | |||
Stockholders' Deficit (Details) [Line Items] | |||
Common stock, shares authorized | 380,000,000 | 380,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 25,000,000 | ||
Common stock, shares outstanding | 25,000,000 | ||
Subject to possible redemption | 25,000,000 | ||
Common stock, shares outstanding | |||
Common stock, shares issued | |||
Class B Common Stock [Member] | |||
Stockholders' Deficit (Details) [Line Items] | |||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 6,250,000 | 6,250,000 | |
Common stock, shares issued | 6,250,000 | 6,250,000 | |
Forfeited shares | 937,500 | 937,500 | |
Percentage of common stock | 20% |
Income Tax (Details)
Income Tax (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 164,000 | $ 0 |
Deferred tax asset change in valuation allowance | $ 146,611 | $ 267,433 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of deferred tax assets and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Start-up costs | $ 414,045 | $ 116,053 |
Net operating loss carryforwards | 34,511 | |
Total deferred tax assets | 414,045 | 150,564 |
Valuation allowance | (414,045) | (146,611) |
Deferred tax liabilities: | ||
Unrealized gain on investments | (365,381) | (3,953) |
Total deferred tax liabilities | (365,381) | (3,953) |
Deferred tax liabilities, net of allowance | $ (365,381) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Federal | ||
Current | $ 393,497 | |
Deferred | (146,611) | 97,948 |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 146,611 | 267,433 |
Income tax provision | $ 758,878 |
Income Tax (Details) - Summary
Income Tax (Details) - Summary of effective income tax rate reconciliation | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Summary Of Effective Income Tax Rate Reconciliation [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Change in fair value of derivative warrant liabilities | (31.20%) | (17.80%) |
Change in fair value of derivative liability – forward purchase agreement | 2.10% | 0.80% |
Non-deductible transaction costs | 4.80% | 0% |
Change in valuation allowance | 3.30% | 2.20% |
Income tax provision | 0% | 6.20% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 5 Months Ended | 11 Months Ended | 12 Months Ended | |
Aug. 05, 2021 USD ($) | Dec. 31, 2021 USD ($) Years $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) Years $ / shares | |
Fair Value Measurements (Details) [Line Items] | ||||
Warrants quoted price (in Dollars per share) | $ / shares | $ 0.59 | $ 0.08 | $ 0.59 | |
Present value of contractual stipulated forward price (in Dollars per share) | $ / shares | $ 10 | |||
Warrants or rights outstanding term | 5 years | |||
Warrants or rights outstanding measurement input | 6 | |||
Change in fair value of liabilities | $ 0.92 | $ 0.59 | ||
Warrants Liabilities [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Change in fair value of liabilities | $ 6,666,000 | $ 10,302,000 | ||
Forward Purchase Agreements [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Change in fair value of liabilities | $ 456,000 | 468,000 | ||
Private Placement Warrants [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants or rights outstanding term | 5 years | 5 years | ||
Private Placement Warrants [Member] | Measurement Input, Expected Term [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Warrants or rights outstanding measurement input | Years | 5.6 | 5.6 | ||
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Change in fair value of liabilities | 3,927,000 | |||
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value Measurements (Details) [Line Items] | ||||
Change in fair value of liabilities | $ 6,375,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Financial Assets And Liabilities That are measured at fair value on a recurring basis - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investments held in Trust Account: | ||
Money Market investments | $ 253,668,826 | $ 250,036,950 |
Liabilities | ||
Warrant liability – Public Warrants | 1,000,000 | 7,375,000 |
Warrant liability – Private Placement Warrants | 616,000 | 4,543,000 |
Derivative liability – forward purchase agreement | $ 484,000 | $ 16,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Methods | 5 Months Ended | 12 Months Ended | |||||
Aug. 05, 2021 USD ($) $ / item shares | Dec. 31, 2022 USD ($) $ / item shares | Dec. 31, 2021 USD ($) $ / item shares | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Stock price (in Shares) | shares | 9.88 | 9.91 | 9.69 | ||||
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 | 11.5 | ||||
Dividend yield | |||||||
Term to expected Business Combination (in years) | 1 year | [1] | 6 months | 7 months 6 days | [2] | ||
Volatility | 16% | 10.60% | |||||
Risk-free rate | [3] | 0.87% | |||||
Probability of Business Combination | 60% | (2.00%) | [4] | ||||
Fair value of derivative (asset) liability – forward purchase agreement (in Dollars) | $ 0.121 | $ 0.004 | |||||
Fair value of warrants (in Dollars) | $ 0.92 | $ 0.59 | |||||
Minimum [Member] | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Risk-free rate | 4.70% | [5] | 0.23% | [6] | |||
Maximum [Member] | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Risk-free rate | 3.98% | [5] | 1.31% | [6] | |||
[1]The Public Warrants expire 5 years after an initial Business Combination (see Note 7). As such, the full expected term of the Public Warrants used for the valuation was 6.0 years as of August 5, 2021.[2]The Private Placement Warrants expire 5 years after an initial Business Combination (see Note 7). As such, the full expected term of the Private Placement Warrants used for the valuation was 5.6 years as of December 31, 2021.[3]The risk-free rate was based on U.S. Treasury Rates commensurate with the remaining term to Business Combination/expiration of the Public Warrants (see Note 7).[4]The Company explicitly incorporated the probability of a Business Combination in its valuation as of December 31, 2022, in addition to the probability implicit in the trade price of the Units, to account for the rising risk -free -free -free |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Summary of Changes in the fair value of the level 3 financial instruments that are measured at fair value on a recurring basis - USD ($) | 12 Months Ended | ||||
Aug. 05, 2021 | Aug. 05, 2021 | Aug. 05, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of changes in the fair value of the level3 financial instruments that are measured at fair value on arecurring basis [Abstract] | |||||
Initial measurement as of August 5, 2021 | $ 18,144,000 | ||||
Transfer of Public Warrants to Level 1 measurement | $ (11,500,000) | ||||
Change in fair value | $ (2,085,000) | $ (2,535,000) | |||
Fair value as of December 31 | $ 484,000 | $ 4,559,000 | |||
Transfer of Private Placement to Level 2 measurement | $ (1,540,000) |