Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Electriq Power Holdings, Inc. | |
Entity Central Index Key | 0001827871 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39948 | |
Entity Tax Identification Number | 85-3310839 | |
Entity Address, Address Line One | 625 North Flagler Drive, Suite 1003 | |
Entity Address, City or Town | West Palm Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33401 | |
City Area Code | 833 | |
Local Phone Number | 462-2883 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,120,937 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ELIQ WS | |
Security Exchange Name | NYSEAMER | |
Title of 12(b) Security | Warrants, each exercisable for one share of Class A common stock at an exercise price of $6.57 per share | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | ELIQ | |
Security Exchange Name | NYSE | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 105,457 | $ 19,750 |
Prepaid expenses | 112,099 | 108,156 |
Total current assets | 217,556 | 127,906 |
Cash and investments held in Trust Account | 85,098,433 | 80,945,242 |
Total Assets | 85,315,989 | 81,073,148 |
Current liabilities: | ||
Accounts payable | 246,388 | 276,917 |
Accrued expenses | 6,326,892 | 4,472,261 |
Income tax payable | 1,556,523 | 1,055,680 |
Franchise tax payable | 20,050 | 50 |
Total current liabilities | 13,558,710 | 8,135,278 |
Derivative warrant liabilities | 800,000 | 800,000 |
Deferred underwriting commissions | 0 | 14,000,000 |
Total Liabilities | 14,358,710 | 22,935,278 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 7,948,405 shares at redemption value of approximately $10.50 and $10.03 per share as of June 30, 2023 and December 31, 2022, respectively | 83,461,641 | 79,739,786 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2023 and December 31, 2022 | ||
Additional paid-in capital | ||
Accumulated deficit | (12,504,862) | (21,602,916) |
Total stockholders' deficit | (12,504,362) | (21,601,916) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 85,315,989 | 81,073,148 |
Affiliated Entity [Member] | Related Party [Member] | ||
Current liabilities: | ||
Working capital loan- related party | 5,408,857 | 2,330,370 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, $0.0001 par value; 7,948,405 shares at redemption value of approximately $10.50 and $10.03 per share as of June 30, 2023 and December 31, 2022, respectively | 83,461,641 | 79,739,786 |
Stockholders' Deficit: | ||
Common stock value | 0 | 0 |
Common Class F [Member] | ||
Stockholders' Deficit: | ||
Common stock value | $ 500 | $ 1,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity shares outstanding | 7,948,405 | 7,948,405 |
Temporary equity, redemption price per share | $ 10.5 | $ 10.03 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common Class F [Member] | ||
Temporary equity shares outstanding | 1,250,000 | |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock shares issued | 5,000,000 | 10,000,000 |
Common stock shares outstanding | 5,000,000 | 10,000,000 |
Non Redeemable Common Stock [Member] | ||
Temporary equity shares outstanding | 7,948,405 | 7,948,405 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
General and administrative expenses | $ 1,666,324 | $ 84,749 | $ 3,051,026 | $ 158,982 |
Franchise tax expenses | 50,000 | 50,000 | 100,000 | 138,844 |
Loss from operations | (1,737,324) | (155,749) | (3,193,026) | (339,326) |
Gain on forgiveness of deferred underwriting fee payable | 1,113,200 | 0 | 1,113,200 | 0 |
Change in fair value of working capital loan - related party | 428,594 | 0 | 886,513 | 0 |
Change in fair value of derivative warrant liabilities | 600,000 | 2,400,000 | 0 | 9,000,000 |
Income from cash and investments held in Trust Account | 759,391 | 568,143 | 1,371,765 | 600,790 |
Net income (loss) before income taxes | 1,163,861 | 2,812,394 | 178,452 | 9,261,464 |
Income tax expense | (382,744) | (57,686) | (500,843) | (57,686) |
Net income (loss) | 781,117 | 2,754,708 | (322,391) | 9,203,778 |
Related Party [Member] | ||||
General and administrative expenses—related party | $ 21,000 | $ 21,000 | $ 42,000 | $ 41,500 |
Common Class A [Member] | ||||
Weighted average shares outstanding, Basic | 7,948,405 | 40,000,000 | 7,948,405 | 40,000,000 |
Weighted average shares outstanding, Diluted | 7,948,405 | 40,000,000 | 7,948,405 | 40,000,000 |
Basic net income (loss) per share | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 |
Diluted net income (loss) per share | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 |
Common Class F [Member] | ||||
Weighted average shares outstanding, Basic | 5,000,000 | 10,000,000 | 5,801,105 | 10,000,000 |
Weighted average shares outstanding, Diluted | 5,000,000 | 10,000,000 | 5,801,105 | 10,000,000 |
Basic net income (loss) per share | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 |
Diluted net income (loss) per share | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Class A [Member] Common Stock [Member] | Common Class F [Member] Common Stock [Member] |
Beginning balance at Dec. 31, 2021 | $ (27,941,377) | $ 0 | $ (27,942,377) | $ 0 | $ 1,000 |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 10,000,000 | |||
Net income (loss) | 6,449,070 | 0 | 6,449,070 | ||
Ending balance at Mar. 31, 2022 | (21,492,307) | 0 | (21,493,307) | $ 0 | $ 1,000 |
Ending balance (in shares) at Mar. 31, 2022 | 0 | 10,000,000 | |||
Beginning balance at Dec. 31, 2021 | (27,941,377) | 0 | (27,942,377) | $ 0 | $ 1,000 |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 10,000,000 | |||
Net income (loss) | 9,203,778 | ||||
Ending balance at Jun. 30, 2022 | (18,854,609) | 0 | (18,855,609) | $ 0 | $ 1,000 |
Ending balance (in shares) at Jun. 30, 2022 | 0 | 10,000,000 | |||
Beginning balance at Mar. 31, 2022 | (21,492,307) | 0 | (21,493,307) | $ 0 | $ 1,000 |
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 10,000,000 | |||
Increase in redemption value of Class A common stock subject to possible redemption | (117,010) | 0 | (117,010) | ||
Net income (loss) | 2,754,708 | 0 | 2,754,708 | ||
Ending balance at Jun. 30, 2022 | (18,854,609) | 0 | (18,855,609) | $ 0 | $ 1,000 |
Ending balance (in shares) at Jun. 30, 2022 | 0 | 10,000,000 | |||
Beginning balance at Dec. 31, 2022 | (21,601,916) | 0 | (21,602,916) | $ 0 | $ 1,000 |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 10,000,000 | |||
Increase in redemption value of Class A common stock subject to possible redemption | (1,874,987) | (500) | (1,874,487) | ||
Forfeiture of Class F shares | 500 | $ (500) | |||
Forfeiture of Class F shares (in shares) | (5,000,000) | ||||
Net income (loss) | (1,103,508) | 0 | (1,103,508) | ||
Ending balance at Mar. 31, 2023 | (24,580,411) | 0 | (24,580,911) | $ 0 | $ 500 |
Ending balance (in shares) at Mar. 31, 2023 | 0 | 5,000,000 | |||
Beginning balance at Dec. 31, 2022 | (21,601,916) | 0 | (21,602,916) | $ 0 | $ 1,000 |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 10,000,000 | |||
Net income (loss) | (322,391) | ||||
Ending balance at Jun. 30, 2023 | (12,504,362) | 0 | (12,504,862) | $ 0 | $ 500 |
Ending balance (in shares) at Jun. 30, 2023 | 0 | 5,000,000 | |||
Beginning balance at Mar. 31, 2023 | (24,580,411) | 0 | (24,580,911) | $ 0 | $ 500 |
Beginning balance (in shares) at Mar. 31, 2023 | 0 | 5,000,000 | |||
Increase in redemption value of Class A common stock subject to possible redemption | 11,294,932 | 0 | 11,294,932 | ||
Net income (loss) | 781,117 | 0 | 781,117 | ||
Ending balance at Jun. 30, 2023 | $ (12,504,362) | $ 0 | $ (12,504,862) | $ 0 | $ 500 |
Ending balance (in shares) at Jun. 30, 2023 | 0 | 5,000,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | |||||||
Net (loss) income | $ 781,117 | $ (1,103,508) | $ 2,754,708 | $ 6,449,070 | $ (322,391) | $ 9,203,778 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||
Change in fair value of derivative warrant liabilities | (600,000) | (2,400,000) | 0 | (9,000,000) | |||
Gain on forgiveness of deferred underwriting fee payable | (1,113,200) | 0 | (1,113,200) | 0 | |||
Change in fair value of working capital loan - related party | (428,594) | 0 | (886,513) | 0 | |||
Income from investments held in Trust Account | (759,391) | (568,143) | (1,371,765) | (600,790) | |||
Changes in operating assets and liabilities: | |||||||
Prepaid expenses | (3,943) | (604,006) | |||||
Accounts payable | (30,529) | (44,404) | |||||
Accrued expenses | 2,109,631 | (810,222) | |||||
Income tax payable | 500,843 | 57,686 | |||||
Franchise tax payable | 20,000 | (101,425) | |||||
Net cash used in operating activities | (1,097,867) | (1,899,383) | |||||
Cash Flows from Investing Activities | |||||||
Investment income released from Trust Account to pay for taxes | 80,000 | 0 | |||||
Cash deposited in Trust Account | (2,861,426) | 0 | |||||
Net cash used in investing activities | (2,781,426) | 0 | |||||
Cash Flows from Financing Activities: | |||||||
Proceeds received from working capital loan- related party | 3,965,000 | 1,900,000 | |||||
Net cash provided by financing activities | 3,965,000 | 1,900,000 | |||||
Net change in cash | 85,707 | 617 | |||||
Cash - beginning of the period | $ 19,750 | $ 48,491 | 19,750 | 48,491 | $ 48,491 | ||
Cash - end of the period | $ 105,457 | $ 49,108 | 105,457 | 49,108 | $ 19,750 | ||
Supplemental Disclosure of Non-cash Financing Activities: | |||||||
Forgiveness of deferred underwriting fee payable allocated to Class A common stock | $ 13,141,800 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Electriq Power Holdings, Inc. (formerly known as TLG Acquisition One Corp. “TLG” prior to July 31, 2023, the “Closing Date,” and on and after the Closing Date, the “Company”) was a blank check company incorporated in Delaware on October 2, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company was not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Business Combination On the Closing Date, the Company consummated the previously announced merger (the “Business Combination”) pursuant to certain Agreement and Plan of Merger, dated November 13, 202 2 In connection with TLG’s special meeting of stockholders in lieu of the 2023 annual meeting of stockholders held to, among other things, approve the Business Combination, holders of TLG’s Class A common stock, par value $0.0001 per share (“TLG common stock”), had the right to elect to redeem all or a portion of their TLG common stock for a per share price calculated in accordance with Amended and Restated Certificate of Incorporation of TLG. As previously disclosed on July 26, 2023, holders of approximately 97.3% or 7,736,608 shares of TLG common stock had validly elected to redeem their shares of TLG common stock for a pro rata portion of the trust account holding the proceeds from TLG’s initial public offering and the sale of private placement warrants, or approximately $10.63 per share and $82.2 million in the aggregate as of July 25, 2023. Business Prior to the Business Combination As of June 30, 2023, the Company had not commenced any operations. All activity for the period from October 2, 2020 (inception) through June 30, 2023, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and, after the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s sponsor was Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,666,667 and 2,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor and RBC Capital Markets, LLC (“RBC”), in its capacity as a purchaser of Private Placement Warrants, respectively , at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”), and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule2a-7 Trust Account Redemptions and Extension of Combination Peri On December 19, 2022, the Company held a special meeting of stockholders at for each issued and outstanding Public Share that has not been redeemed for each one-month into the Trust Account in order to extend the business combination deadline to March 1, 2023, April 1, 2023, May 1, 2023, June 1, 2023, July 1, 2023 and August 1, 2023 respectively. In connection with such vote, the holders of an aggregate of 32,051,595 Public Shares exercised their right to redeem their shares for an aggregate of approximately $324.4 million in cash held in the Trust Account. Additionally, upon shareholder approval of the Extension, the Sponsors agreed that they would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock will be cancelled (the “Forfeiture”). The Forfeiture occurred on January 30, 2023. Registration Rights Agreement The Merger Agreement contemplates that, at the Closing, the Company, the Sponsor, certain of its affiliates, RBC and certain former stockholders of Electriq will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of the Company’s Class A common stock that are held by, or issuable pursuant to other securities held by, the parties thereto from time to time. If the transactions contemplated by the Merger Agreement are completed (the “Transactions”), Electriq will survive such merger as a wholly owned subsidiary of the Company (the “Merger”). As a result of the Merger, and upon consummation of the Merger and the other Transactions contemplated by the Merger Agreement (together with the Merger, the “Proposed Business Combination”), the separate corporate existence of Electriq will cease and the holders of Electriq common stock, preferred stock, options and warrants will become equityholders of the Company, which will change its name to “Electriq Power Holdings, Inc.” in connection with the Proposed Business Combination. For additional information regarding the Merger Agreement and the Transactions described therein, see the Current Reports on Form 8-K Liquidity and Going Concern As of June 30, 2023, the Company had approximately $105,457 in its operating bank account and a working capital deficit of approximately $11.8 million, not including taxes payable of approximately $1.4 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor on behalf of the Company to cover certain offering costs in exchange for issuance of Founder Shares (as defined in Note 4), and a loan from the Sponsor of approximately $192,000 under the Note (as defined in Note 4). The Company repaid the Note in full upon consummation of the Private Placement. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement, held outside of the Trust Account, and Working Capital Loan from affiliates. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Working Capital Loan (as defined in Note 4) as may be required. The Company has drawn approximately $7.0 million and $3.0 million under such loans as of June 30, 2023 and December 31, 2022, respectively. On July 31, 2023, the Company completed a Business Combination with Electriq and closed the related financing agreements in connection therewith. As a result, management believes that the Company will have sufficient liquidity to fund its operations through one year from the date of this filing. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary, Eagle Merger Corp., that was formed in connection with a potential Business Combination. All inter-company accounts and transactions are eliminated in consolidation. 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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Furthe r, S non-emerging Use of Estimates The preparation of financial statements in conformity with GAAP Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2023 and December 31, 2022, held outside of the Trust Account. Investments Held in Trust Account Prior to December 28, 2022, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented in the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from cash and investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstanc es, Derivat iv The Company does not use derivative instruments to hedge exposures to cashflow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current Working Capital Loan-Related Party The Company has elected the fair value option to account for borrowings under the Working Capital Loan with its affiliates that are subject to conversion, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each convertible tranche, when drawn, at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan-related party on the unaudited condensed consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 7,948,405 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2023 and December 31, 2022, the Company had deferred tax assets aggregating approximately $297,000 and $349,000, which are subject to a full valuation allowance, respectively. 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 to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net (Loss) Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. This presentation assumes a business combination as the most likely outcome. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the o of Class A common stock in the calculation of diluted (loss) income per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net (loss) income per share for the three and six months ended June 30, 2023 and 2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended 2023 2022 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic and diluted $ 479,490 $ 301,627 $ 2,203,766 $ 550,942 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 5,000,000 40,000,000 10,000,000 Basic and diluted net income per common stock $ 0.06 $ 0.06 $ 0.06 $ 0.06 For the Six Months Ended 2023 2022 Class A Class F Class A Class F Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income, basic and diluted $ (186,370 ) $ (136,021 ) $ 7,363,022 $ 1,840,756 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 5,801,105 40,000,000 10,000,000 Basic and diluted net (loss) income per common stock $ (0.02 ) $ (0.02 ) $ 0.18 $ 0.18 Recent Accounting Pronouncements 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 unaudited condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On February 1, 2021, the Company consummated its Initial Public Offering of 40,000,000 Units, including 5,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $22.7 million, of which $14.0 million was for deferred underwriting commissions. Each Unit consists of one share of Class A common stock and one-third |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On October 13, 2020, the Sponsor paid $25,000 to cover certain offering The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; (B) subsequent to the initial Business Combination, if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day In connection with the Extension, the Sponsor agreed that it would forfeit for no consideration 5,000,000 shares of Class F common stock in connection with the Extension, which shares of Class F common stock were cancelled. The Forfeiture occurred on January 30, 2023. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,666,667 and 2,000,000 Private Placement Warrants to the Sponsor and RBC, respectively, at a price of $1.50 per Private Placement Warrant, generating total proceeds of $10.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On October 13, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor and the Company executed a non-interest-bearing During the three months ended June 30, 2023, the Company borrowed $ 1,940,000 against the Working Capital Loan. As of June 30, 2023, the total amount borrowed against the Working Capital Loan was $ 6,985,000 and $3,015,000 was available for withdrawal. Administrative Services Agreement The Company entered into an agreement with an affiliate of the Sponsor, pursuant to which the Company agreed to pay a total of $7,000 per month for office space, administrative and support services to such affiliate. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying these monthly fees. The Company incurred approximately $42,000 and $20,500 in general and administrative expenses related to the agreement, which is recognized in the accompanying unaudited condensed consolidated statements of operations for the periods ended June 30, 2023 and December 31, 2022, respectively. As of June 30, 2023 and December 31, 2022, there was no accounts payable related to this agreement. The Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket out-of-pocket |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loan, if any, had registration rights to require the Company to register a sale of any of the Company’s securities held by them (in the case of the Founder Shares, only after conversion to Class A common stock) pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders had certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding the foregoing, RBC may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $8.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14.0 million in the aggregate. Effective as of May 10, 2023, RBC, the sole underwriter of the Initial Public Offering, waived its entitlement to the deferred underwriting fee of $14.0 million. In connection with the waiving of the deferred underwriting fee, the Company reduced the deferred underwriting fee payable on the unaudited condensed consolidated balance sheets by $14,000,000, as a result $ 858,200 and $255,000 Consulting Fees The Company has agreements with third party consultants to provide certain advisory services to the Company relating to the identification of and negotiations with potential Targets, assistance with due diligence, marketing, financial analyses and investor relations, pursuant to which the consultants have agreed to defer their fees and have payment of such fees to be solely contingent on the Company closing an initial Business Combination. As of June 30, 2023 and December 31, 2022, the Company has incurred approximately $1,620,000 and $949,000 in contingent fees pursuant to these agreements. The Company will recognize an expense for these services when the performance trigger is considered probable, which in this case will occur upon the closing of an initial Business Combination. 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. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject to Possible Redemption | Note 6 — Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there were 7,948,405 shares of Class A common stock outstanding, all of which were subject to possible redemption. As of June 30, 2023 and December 31, 2022, the Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units is recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330 ) Offering costs allocated to Class A common stock subject to possible redemption (21,284,250 ) Plus: Accretion on Class A common stock subject to possible redemption amount 45,817,580 Class A common stock subject to possible redemption, as of December 31, 2021 400,000,000 Plus: Accretion on Class A common stock subject to possible redemption amount 4,101,927 Less: Redemption of Class A common stock subject to possible redemption amount (324,362,141 ) Class A common stock subject to possible redemption, as of December 31, 2022 79,739,786 Plus: Accretion on Class A common stock subject to possible redemption amount 1,874,987 Class A common stock subject to possible redemption, as of March 31, 2023 81,614,773 Plus: Waiver of Class A share issuance costs 13,141,800 Less: Accretion on Class A common stock subject to possible redemption amount (11,294,932 ) Class A common stock subject to possible redemption, as of June 30, 2023 $ 83,461,641 |
Stockholders' (Deficit)
Stockholders' (Deficit) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 7 — Stockholders’ Deficit Preferred Stock Class A Common Stock Class F Common Stock up The Amended and Restated Certificate of Incorporation provides that, prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the election of directors during such time. These provisions of the Amended and Restated Certificate of Incorporation may only be amended if approved by holders of at least 90% of the outstanding common stock entitled to vote thereon. With respect to any other matter submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by applicable law or the applicable rules of the New York Stock Exchange then in effect, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. The Class F common stock will automatically convert into Class A common stock at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one as-converted |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Warrant Liability Disclosure [Abstract] | |
Warrants | Note 8 — Warrants As of June 30, 2023 and December 31, 2022, the Company had 13,333,333 Public Warrants and 6,666,667 Private Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Board, and in the case of any such issuance to the initial stockholders or their respective affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day The Company will not redeem the warrants as described above unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Redemption of warrants for Class A common stock: Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the last reported sale price of Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company send the notice of redemption to the warrant holders; • if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding Public Warrants, as described above; and • if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period The “fair market value” of Class A common stock for the above purpose shall mean the average last reported sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2023: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities – Public warrants $ — $ 533,330 $ — Derivative warrant liabilities – Private placement warrants $ — $ 266,670 $ — Working capital loan – related party $ — $ — $ 5,408,857 December 31, 2022: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities – Public warrants $ 533,330 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 266,670 $ — Working capital loan – related party $ — $ — $ 2,330,370 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 fair value measurement in March 2021, upon trading of the Public Warrants in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 to a Level 2 on January 1, 2022, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. During the three months ended June 30, 2023 the Public warrants were transferred to a level 2 from a level 1 due to lack of trading activity. There were no other transfers between levels of the hierarchy for the three and six months ended June 30, 2023 and the year ended December 31, 2022. Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. Level 1 liabilities include Public Warrants which are recognized at fair value based on the listed price in an active market for such warrants. The fair value of the Public Warrants and Private Placement Warrants was initially measured using a modified Black-Scholes option pricing model. The fair value of the Public Warrants and Private Placement Warrants has subsequently been determined using listed prices in an active market for such warrants. The estimated fair value of the Private Placement Warrants, prior to being a Level 2 measurement, is determined using Level 3 inputs. Inherent in an option pricing simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common shares based on historical volatility of select peer companies’ common shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon Up to $1.5 million in outstanding principal of the Working Capital Loan may be converted, at the lender’s option, into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants will be identical to the Private Placement Warrants. The Company has elected the fair value option to account for the borrowings under the Working Capital Loan. The fair value of the working capital loan was estimated utilizing discounted cash flow techniques and a Black-Scholes option model assuming the warrants as the underlying. The traded price of the Public Warrants as of each measurement date was used as a proxy for the underlying warrant price. The time to maturity was estimated based on management’s estimated time to close a Business Combination. The volatility was derived from the traded prices of the Public Warrants. The discounted value of the loan host is based on observable high yield rates and management’s estimated probability of closing a Business Combination. As of June 30, 2023 and December 31, 2022, all funds in the Trust Accou The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: June 30, December 31, Working Capital Loan: Warrant price $ 0.04 $ 0.04 Volatility 0.01 % 0.01 % Risk-free rate 3.52 % 3.99 % Discount rate 13.80 % 15.76 % Probability of Business Combination 80.00 % 80.00 % Term (years) 0.25 0.25 The change in the fair value of Level 3 liabilities for the three and six months ended June 30, 2023 is summarized as follows: Working Related Party Level 3 - Instruments December 31, 2022 $ 2,330,370 Borrowings of working capital loan – related party 2,025,000 Change in fair value of working capital loan – related party (457,919 ) Level 3 - Instruments at March 31, 2023 $ 3,897,451 Borrowings of working capital loan – related party 1,940,000 Change in fair value of working capital loan – related party (428,594 ) Level 3 – Instruments at June 30, 2023 $ 5,408,857 The change in the fair value of Level 3 derivative warrant liabilities for the three and six months ended June 30, 2022 is summarized as follows: Derivative Warrant Working Capital Loans- Level 3 – Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330 ) — Change in fair value of derivative warrant liabilities (10,200,000 ) — Working capital loan – related party — 920,000 Level 3 – Instruments at December 31, 2021 3,666,670 920,000 Transfer of Private Placement Warrants from Level 3 to Level 2 (3,666,670 ) — Working capital loan – related party — 1,400,000 Level 3 – Instruments at March 31, 2022 — 2,320,000 Working capital loan – related party — 500,000 Level 3 – Instruments at June 30, 2022 $ — $ 2,820,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheets date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On July 23, 2023, TLG and Electriq entered into an agreement (the “Forward Purchase Agreement”) with (i) Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively referred to as “Seller”) for an OTC Equity Prepaid Forward Transaction. Pursuant to the terms of the Forward Purchase Agreement, the Seller purchased shares of Class A common stock (the “Shares”) from third parties through a broker in the open market. On July 31, 2023, additional Shares were issued to Seller pursuant to the terms of the FPA Funding Amount PIPE Subscription Agreement entered into in connection with the closing of the Business Combination. On July 27, 2023, the Company borrowed $217,000 against the Working Capital Loan. Immediately prior to the closing of the Business Combination, the total amount borrowed against the Working Capital Loan was approximately $ 7.2 million. On July 25, 2023, TLG held a special meeting of its stockholders (the “Special Meeting”), at which TLG’s stockholders voted to approve the proposals outlined in the final prospectus and definitive proxy statement filed by TLG with the SEC on July 12, 2023 (the “Proxy Statement/Consent Solicitation/Prospectus”), including, among other things, the adoption of the Merger Agreement and approval of the transactions contemplated by the Merger Agreement, including the Business Combination. On the Closing Date, the Business Combination, including the Merger, was completed (the “Closing”). In connection with the Closing, the registrant changed its name from TLG Acquisition One Corp. to Electriq Power Holdings, Inc. In connection with the Closing, the Sponsor (i) relinquished and canceled, for no consideration, an additional 3,270,652 shares of its TLG Class F common stock and all of the 4,666,667 private placement warrants that it received in connection with TLG’s initial public offering and (ii) converted all of the working capital loans into approximately 756,635 shares of TLG common stock , 378,318 shares of TLG preferred stock and 1,000,000 warrants with terms identical to the terms of the Sponsor IPO Private Placement Warrants. On August 1, 2023, the Company’s Class A common stock began trading on the NYSE under the symbol “ELIQ” and the Company’s warrants to purchase the Company’s Class A common stock began trading on the NYSE American under the symbol “ELIQ WS.” |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-K |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include its wholly-owned subsidiary, Eagle Merger Corp., that was formed in connection with a potential Business Combination. All inter-company accounts and transactions are eliminated in consolidation. |
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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Furthe r, S non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP |
Concentration of Credit Risk | Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of June 30, 2023 and December 31, 2022, held outside of the Trust Account. |
Investments Held in Trust Account | Investments Held in Trust Account Prior to December 28, 2022, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented in the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from cash and investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to their short-term nature, except for the derivative warrant liabilities (see Note 9). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstanc es, |
Derivative Warrant Liabilities | Derivat iv The Company does not use derivative instruments to hedge exposures to cashflow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current |
Working Capital Loan – Related Party | Working Capital Loan-Related Party The Company has elected the fair value option to account for borrowings under the Working Capital Loan with its affiliates that are subject to conversion, as defined and more fully described in Note 4. As a result of applying the fair value option, the Company records each convertible tranche, when drawn, at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value are recorded as change in the fair value of Working Capital Loan-related party on the unaudited condensed consolidated statements of operations. The fair value is based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own estimates about the assumptions a market participant would use in pricing the liability. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating non-current |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 7,948,405 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed consolidated balance sheets. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of June 30, 2023 and December 31, 2022, the Company had deferred tax assets aggregating approximately $297,000 and $349,000, which are subject to a full valuation allowance, respectively. 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 to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Net (Loss) Income Per Share of Common Stock | Net (Loss) Income Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class F common stock. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. This presentation assumes a business combination as the most likely outcome. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the o of Class A common stock in the calculation of diluted (loss) income per share because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net (loss) income per share for the three and six months ended June 30, 2023 and 2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended 2023 2022 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic and diluted $ 479,490 $ 301,627 $ 2,203,766 $ 550,942 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 5,000,000 40,000,000 10,000,000 Basic and diluted net income per common stock $ 0.06 $ 0.06 $ 0.06 $ 0.06 For the Six Months Ended 2023 2022 Class A Class F Class A Class F Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income, basic and diluted $ (186,370 ) $ (136,021 ) $ 7,363,022 $ 1,840,756 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 5,801,105 40,000,000 10,000,000 Basic and diluted net (loss) income per common stock $ (0.02 ) $ (0.02 ) $ 0.18 $ 0.18 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 unaudited condensed consolidated financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Net Income (Loss) per Common Share | The tables below present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended 2023 2022 Class A Class F Class A Class F Basic and diluted net income per common stock: Numerator: Allocation of net income, basic and diluted $ 479,490 $ 301,627 $ 2,203,766 $ 550,942 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 5,000,000 40,000,000 10,000,000 Basic and diluted net income per common stock $ 0.06 $ 0.06 $ 0.06 $ 0.06 For the Six Months Ended 2023 2022 Class A Class F Class A Class F Basic and diluted net (loss) income per common stock: Numerator: Allocation of net (loss) income, basic and diluted $ (186,370 ) $ (136,021 ) $ 7,363,022 $ 1,840,756 Denominator: Basic and diluted weighted average common stock outstanding 7,948,405 5,801,105 40,000,000 10,000,000 Basic and diluted net (loss) income per common stock $ (0.02 ) $ (0.02 ) $ 0.18 $ 0.18 |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Summary of class A common stock subject to redemption | As of June 30, 2023 and December 31, 2022, the Class A common stock issued in the Initial Public Offering and issued as part of the Over-Allotment Units is recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 400,000,000 Less: Fair value of Public Warrants at issuance (24,533,330 ) Offering costs allocated to Class A common stock subject to possible redemption (21,284,250 ) Plus: Accretion on Class A common stock subject to possible redemption amount 45,817,580 Class A common stock subject to possible redemption, as of December 31, 2021 400,000,000 Plus: Accretion on Class A common stock subject to possible redemption amount 4,101,927 Less: Redemption of Class A common stock subject to possible redemption amount (324,362,141 ) Class A common stock subject to possible redemption, as of December 31, 2022 79,739,786 Plus: Accretion on Class A common stock subject to possible redemption amount 1,874,987 Class A common stock subject to possible redemption, as of March 31, 2023 81,614,773 Plus: Waiver of Class A share issuance costs 13,141,800 Less: Accretion on Class A common stock subject to possible redemption amount (11,294,932 ) Class A common stock subject to possible redemption, as of June 30, 2023 $ 83,461,641 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | June 30, 2023: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities – Public warrants $ — $ 533,330 $ — Derivative warrant liabilities – Private placement warrants $ — $ 266,670 $ — Working capital loan – related party $ — $ — $ 5,408,857 December 31, 2022: Description Quoted Significant Significant Liabilities: Derivative warrant liabilities – Public warrants $ 533,330 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 266,670 $ — Working capital loan – related party $ — $ — $ 2,330,370 |
Summary of Change in the Fair Value of Derivative Warrant Liabilities | The change in the fair value of Level 3 liabilities for the three and six months ended June 30, 2023 is summarized as follows: Working Related Party Level 3 - Instruments December 31, 2022 $ 2,330,370 Borrowings of working capital loan – related party 2,025,000 Change in fair value of working capital loan – related party (457,919 ) Level 3 - Instruments at March 31, 2023 $ 3,897,451 Borrowings of working capital loan – related party 1,940,000 Change in fair value of working capital loan – related party (428,594 ) Level 3 – Instruments at June 30, 2023 $ 5,408,857 The change in the fair value of Level 3 derivative warrant liabilities for the three and six months ended June 30, 2022 is summarized as follows: Derivative Warrant Working Capital Loans- Level 3 – Instruments January 1, 2021 $ — $ — Issuance of Public and Private Placement Warrants 38,400,000 — Transfer of Public Warrants to Level 1 (24,533,330 ) — Change in fair value of derivative warrant liabilities (10,200,000 ) — Working capital loan – related party — 920,000 Level 3 – Instruments at December 31, 2021 3,666,670 920,000 Transfer of Private Placement Warrants from Level 3 to Level 2 (3,666,670 ) — Working capital loan – related party — 1,400,000 Level 3 – Instruments at March 31, 2022 — 2,320,000 Working capital loan – related party — 500,000 Level 3 – Instruments at June 30, 2022 $ — $ 2,820,000 |
Working Capital Loan Related Party [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: June 30, December 31, Working Capital Loan: Warrant price $ 0.04 $ 0.04 Volatility 0.01 % 0.01 % Risk-free rate 3.52 % 3.99 % Discount rate 13.80 % 15.76 % Probability of Business Combination 80.00 % 80.00 % Term (years) 0.25 0.25 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Jul. 26, 2023 | Dec. 19, 2022 | Feb. 01, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Deferred underwriting commissions | $ 14,000,000 | $ 0 | $ 14,000,000 | |||||
Payment to acquire restricted investments | $ 2,861,426 | $ 0 | ||||||
Threshold contribution per public share for extension of business combination period | $ 0.06 | |||||||
Restricted investments term | 185 days | |||||||
Cash | $ 105,457 | 19,750 | $ 476,904 | |||||
Operating bank account | 105,457 | |||||||
Working capital (deficit) | 11,800,000 | |||||||
Proceeds from issuance of common stock | 25,000 | |||||||
Taxes Payable, Current | 1,400,000 | |||||||
Proceeds from unsecured and non-interest bearing promissory note | 192,000 | |||||||
Amount drawn from working capital loans | 3,965,000 | $ 1,900,000 | ||||||
Maximum threshold deposit in trust account for extension of business combination period | $ 600,000 | |||||||
Working Capital Loans [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Amount drawn from working capital loans | $ 7,000,000 | $ 3,000,000 | ||||||
Private Placement Warrants [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Class of warrants and rights issued price per warrant | $ 1.5 | |||||||
Proceeds from issuance of warrants | $ 10,000,000 | |||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Class of warrants and rights issued during the period | 4,666,667 | |||||||
RBC Capital Markets LLC [Member] | Private Placement Warrants [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Class of warrants and rights issued during the period | 2,000,000 | |||||||
Common Class A [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Common Class A [Member] | Subsequent Event [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Cash withdrawn from trust account towards redeemption of shares | $ 82,200,000 | |||||||
Cash withdrawn from trust account towards redeemption of shares per share | $ 10.63 | |||||||
Percentage of common stock issued and outstanding | 97.30% | |||||||
Stock Redeemed or Called During Period, Shares | 7,736,608 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||
Public shares [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Redeemed or Called During Period, Shares | 32,051,595 | |||||||
Stock Redeemed or Called During Period, Value | $ 324,400,000 | |||||||
Common Class F [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Shares forfeitured during the period shares | 5,000,000 | |||||||
Shares forfeitured during the period value | $ 0 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
IPO [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Proceeds from issuance of IPO | $ 400,000,000 | |||||||
Payment to acquire restricted investments | $ 400,000,000 | |||||||
Threshold contribution per public share for extension of business combination period | $ 10 | |||||||
IPO [Member] | Common Class A [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock issued during period shares | 40,000,000 | |||||||
Shares issued price per share | $ 10 | |||||||
Proceeds from issuance of IPO | $ 400,000,000 | $ 400,000,000 | ||||||
Offering costs | 22,700,000 | |||||||
Deferred underwriting commissions | $ 14,000,000 | |||||||
Over-Allotment Option [Member] | Common Class A [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock issued during period shares | 5,000,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Basic and Diluted Net (Loss) Income per Common Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Common Class A [Member] | ||||
Numerator: | ||||
Allocation of net (loss) income, basic | $ 479,490 | $ 2,203,766 | $ (186,370) | $ 7,363,022 |
Allocation of net (loss) income, diluted | $ 479,490 | $ 2,203,766 | $ (186,370) | $ 7,363,022 |
Denominator: | ||||
Basic weighted average common stock outstanding | 7,948,405 | 40,000,000 | 7,948,405 | 40,000,000 |
Diluted weighted average common stock outstanding | 7,948,405 | 40,000,000 | 7,948,405 | 40,000,000 |
Basic net (loss) income per common stock | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 |
Diluted net (loss) income per common stock | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 |
Common Class F [Member] | ||||
Numerator: | ||||
Allocation of net (loss) income, basic | $ 301,627 | $ 550,942 | $ (136,021) | $ 1,840,756 |
Allocation of net (loss) income, diluted | $ 301,627 | $ 550,942 | $ (136,021) | $ 1,840,756 |
Denominator: | ||||
Basic weighted average common stock outstanding | 5,000,000 | 10,000,000 | 5,801,105 | 10,000,000 |
Diluted weighted average common stock outstanding | 5,000,000 | 10,000,000 | 5,801,105 | 10,000,000 |
Basic net (loss) income per common stock | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 |
Diluted net (loss) income per common stock | $ 0.06 | $ 0.06 | $ (0.02) | $ 0.18 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Dec. 28, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Line Items] | |||
FDIC insured amount | $ 250,000 | $ 250,000 | |
Cash equivalents, at carrying value | 0 | 0 | |
Deferred tax assets net of valuation allowance | 297,000 | 349,000 | |
Unrecognized tax benefits | 0 | 0 | |
Accrued for interest and penalties | $ 0 | $ 0 | |
Terms Of Restricted Investments | 185 days | ||
Common Class A [Member] | |||
Accounting Policies [Line Items] | |||
Temporary equity shares outstanding | 7,948,405 | 7,948,405 | |
Number of common stock A into which the class of warrant or right may be converted. | 20,000,000 | 20,000,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Feb. 01, 2021 | Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Deferred underwriting commissions | $ 14,000,000 | $ 0 | $ 14,000,000 | |
Public Warrants [Member] | ||||
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | |||
IPO [Member] | ||||
Proceeds from issuance of IPO | $ 400,000,000 | |||
Common Class A [Member] | ||||
Stock conversion basis | Each Unit consists of one share of Class A common stock and one-third of one Public Warrant. | |||
Common Class A [Member] | Public Warrants [Member] | ||||
Shares issuable per warrant | 1 | |||
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | |||
Common Class A [Member] | IPO [Member] | ||||
Stock issued during period shares | 40,000,000 | |||
Shares issued price per share | $ 10 | |||
Proceeds from issuance of IPO | $ 400,000,000 | $ 400,000,000 | ||
Deferred underwriting commissions | 14,000,000 | |||
Offering costs | $ 22,700,000 | |||
Common Class A [Member] | Over-Allotment Option [Member] | ||||
Stock issued during period shares | 5,000,000 |
Related Party Transactions - A
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jan. 30, 2023 | Jan. 27, 2021 | Oct. 13, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 06, 2023 | Sep. 29, 2022 | Mar. 15, 2022 | Dec. 31, 2021 | May 31, 2021 | Feb. 01, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, threshold percentage on conversion of shares | 20% | 20% | ||||||||||||
Number of consecutive trading days for determining share price | 10 days | |||||||||||||
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days | |||||||||||||
Proceeds from related party debt | $ 3,965,000 | $ 1,900,000 | ||||||||||||
Accounts payable | $ 246,388 | 246,388 | $ 276,917 | |||||||||||
Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
General and administrative expenses, related party | 21,000 | $ 21,000 | 42,000 | $ 41,500 | ||||||||||
Accounts Payable [Member] | Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
General and administrative expenses, related party | 42,000 | 20,500 | ||||||||||||
Related Party Loans [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||||||
Debt instrument, interest rate, stated percentage | 0% | |||||||||||||
Proceeds from related party debt | $ 192,000 | 7,000,000 | 3,000,000 | |||||||||||
Additional proceeds from related party debt | 2,000,000 | |||||||||||||
Working Capital Loan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | 1,940,000 | 1,940,000 | $ 5,000,000 | $ 2,000,000 | ||||||||||
Line of credit facility maximum borrowing capacity | 6,985,000 | 6,985,000 | ||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 3,015,000 | 3,015,000 | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 8,000,000 | |||||||||||||
Administrative Services Agreement [Member] | Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Accounts payable | $ 0 | $ 0 | $ 0 | |||||||||||
TLGA Working Capital Loan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||||||||||||
Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrants and rights issued price per warrant | $ 1.5 | $ 1.5 | ||||||||||||
Proceeds from Issuance of Warrants | $ 10,000,000 | |||||||||||||
Common Class F [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock shares outstanding | 5,000,000 | 5,000,000 | 10,000,000 | |||||||||||
Common Class F [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares outstanding | 1,250,000 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares issuable per warrant | 1 | 1 | ||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | $ 11.5 | ||||||||||||
Founder shares [Member] | Common Class F [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock par or stated value per share | $ 0.0001 | |||||||||||||
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share transfer trigger price per share | $ 12 | $ 12 | ||||||||||||
Number of consecutive trading days for determining share price | 20 days | |||||||||||||
Number of trading days for determining share price | 30 days | |||||||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | |||||||||||||
Sponsor [Member] | Office Space Administrative And Support Services [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, amounts of transaction | $ 7,000 | |||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrants and rights issued during the period | 4,666,667 | |||||||||||||
Sponsor [Member] | Common Class F [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock dividend per share | $ 0.15942029 | |||||||||||||
Common stock, threshold percentage on conversion of shares | 20% | |||||||||||||
Shares forfeited during the period | 5,000,000 | |||||||||||||
Sponsor [Member] | Common Class F [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares outstanding | 1,250,000 | |||||||||||||
Sponsor [Member] | Founder shares [Member] | Common Class F [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||||||||
Stock issued during period, shares, issued for services | 8,625,000 | |||||||||||||
Stock transferred during the period, shares | 40,000 | |||||||||||||
Common stock shares outstanding | 10,000,000 | |||||||||||||
RBC Capital Markets LLC [Member] | Private Placement Warrants [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Class of warrants and rights issued during the period | 2,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
May 10, 2023 | Aug. 16, 2022 | Feb. 01, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Underwriting discount paid per unit | $ 0.2 | |||||
Payments for underwriting expense | $ 8,000,000 | |||||
Deferred underwriting commission per unit | $ 0.35 | |||||
Deferred underwriting commissions | $ 14,000,000 | $ 0 | $ 0 | $ 14,000,000 | ||
Underwriter expenses | 255,000 | |||||
Offering costs allocated to public warrants | 858,200 | |||||
Waiver of deferred underwriting fee | 14,000,000 | |||||
Contingent fee | 1,620,000 | 1,620,000 | $ 949,000 | |||
Percentage of Federal excise tax on stock buy back | 1% | |||||
Deferred Underwriting Fee | $ 14,000,000 | |||||
Inflation Reduction Act of 2022 [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Percentage of Federal excise tax on stock buy back | 1% | |||||
Common Class A [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Waiver of share issuance costs | $ 13,141,800 | $ 13,141,800 | ||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Overallotment option | 45 days | |||||
Stock issued during period shares | 5,000,000 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption - Summary of class A common stock subject to redemption (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Feb. 01, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Plus: | ||||||
Class A common stock subject to possible redemption | $ 83,461,641 | $ 83,461,641 | $ 79,739,786 | |||
Common Class A [Member] | ||||||
Less: | ||||||
Offering costs allocated to Class A common stock subject to possible redemption | $ (21,284,250) | |||||
Plus: | ||||||
Waiver of Class A share issuance costs | 13,141,800 | 13,141,800 | ||||
Accretion on Class A common stock subject to possible redemption amount | (11,294,932) | $ 1,874,987 | 4,101,927 | 45,817,580 | ||
Class A common stock subject to possible redemption | $ 83,461,641 | $ 81,614,773 | 83,461,641 | 79,739,786 | 400,000,000 | |
Redemption of Class A common stock subject to possible redemption amount | $ (324,362,141) | |||||
IPO [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Gross proceeds from Initial Public Offering | 400,000,000 | |||||
Less: | ||||||
Fair value of Public Warrants at issuance | $ (24,533,330) | |||||
IPO [Member] | Common Class A [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Gross proceeds from Initial Public Offering | $ 400,000,000 | $ 400,000,000 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Additional Information (Detail) - Common Class A [Member] | 6 Months Ended | |
Jun. 30, 2023 shares $ / shares | Dec. 31, 2022 $ / shares shares | |
Temporary Equity [Line Items] | ||
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 |
Number of votes per share | 1 | |
Temporary equity shares outstanding | 7,948,405 | 7,948,405 |
Stockholders' Deficit - Additi
Stockholders' Deficit - Additional Information (Detail) - $ / shares | 3 Months Ended | |||||
Jan. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 01, 2021 | |
Class of Stock [Line Items] | ||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Percentage of ownership held by initial shareholders | 20% | |||||
Minimum percentage of outstanding shareholders approval required for amendment | 90% | |||||
Common stock, threshold percentage on conversion of shares | 20% | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 200,000,000 | 200,000,000 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Temporary equity shares outstanding | 7,948,405 | 7,948,405 | ||||
Common Class A [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares issued | 7,948,405 | 7,948,405 | ||||
Common stock shares outstanding | 7,948,405 | 7,948,405 | ||||
Common Class F [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 20,000,000 | 20,000,000 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares issued | 5,000,000 | 10,000,000 | ||||
Common stock shares outstanding | 5,000,000 | 10,000,000 | ||||
Temporary equity shares outstanding | 1,250,000 | |||||
Common Class F [Member] | Sponsor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, threshold percentage on conversion of shares | 20% | |||||
Shares forfeited during the period | 5,000,000 | |||||
Common Class F [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares forfeited during the period | (5,000,000) | |||||
Common Class F [Member] | Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares outstanding | 1,250,000 | |||||
Common Class F [Member] | Over-Allotment Option [Member] | Sponsor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares outstanding | 1,250,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Warrant Liability Disclosure [Line Items] | |
Minimum lock in period for transfer, assign or sell warrants after completion of IPO | 30 days |
Number of consecutive trading days for determining share price | 10 days |
Share Price Less Than Or Equals To USD Nine Point Two [Member] | |
Warrant Liability Disclosure [Line Items] | |
Share Price | $ 9.2 |
Share Price Less Than Or Equals To USD Nine Point Two [Member] | Common Stock [Member] | |
Warrant Liability Disclosure [Line Items] | |
Class of warrant or right, redemption price adjustment percentage | 115% |
Share Price More Than Or Equals To USD Eighteen [Member] | |
Warrant Liability Disclosure [Line Items] | |
Class of Warrants, Redemption Notice Period | 30 days |
Share Price Less Than Or Equals To USD Eighteen [Member] | |
Warrant Liability Disclosure [Line Items] | |
Share Price | $ 10 |
Class of Warrants, Redemption Price Per Unit | $ 0.1 |
Class of Warrants, Redemption Notice Period | 30 days |
Public Warrants [Member] | |
Warrant Liability Disclosure [Line Items] | |
Number of Warrants or Rights Outstanding | shares | 13,333,333 |
Warrants Exercisable Term from the Date of Completion of business Combination | 30 days |
Warrants Exercisable term from the Closing of IPO | 12 months |
Minimum lock in period for SEC registration from date of business combination | 20 days |
Minimum lock In period to become effective after the closing of the initial business combination | 60 days |
Class of warrant or right, exercise price of warrants or rights | $ 11.5 |
Public Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |
Warrant Liability Disclosure [Line Items] | |
Class of Warrants, Redemption Notice Period | 30 days |
Private Placement Warrants [Member] | |
Warrant Liability Disclosure [Line Items] | |
Number of Warrants or Rights Outstanding | shares | 6,666,667 |
Private Placement Warrants [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |
Warrant Liability Disclosure [Line Items] | |
Share Price | $ 18 |
Class of Warrants, Redemption Price Per Unit | $ 0.01 |
Number of consecutive trading days for determining share price | 20 days |
Number of trading days for determining share price | 30 days |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - TLGA Working Capital Loan [Member] $ / shares in Units, $ in Millions | Jun. 30, 2023 USD ($) $ / shares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ | $ 1.5 |
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.5 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | $ 0 | $ 533,330 |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 533,330 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | Derivative Financial Instruments, Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 266,670 | 266,670 |
Significant Other Unobservable Inputs (Level 3) [Member] | Working Capital Loan Related Party [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Working capital loan – related party | $ 5,408,857 | $ 2,330,370 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Measurements Inputs (Detail) - Working Capital Loan Related Party [Member] | Jun. 30, 2023 shares yr | Dec. 31, 2022 shares yr |
Measurement Input Warrant Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | shares | 0.04 | 0.04 |
Measurement Input Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 0.01 | 0.01 |
Risk-free rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 3.52 | 3.99 |
Measurement Input Discount Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 13.8 | 15.76 |
Measurement Input Probability Of Business Combination [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 80 | 80 |
Term (yrs) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | yr | 0.25 | 0.25 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Change in the Fair Value of Derivative Warrant Liabilities (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Change in fair value of working capital loan - related party | $ (428,594) | $ 0 | $ (886,513) | $ 0 | |||
Fair Value, Inputs, Level 3 [Member] | Working Capital Loan Related Party [Member] | |||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Level 3 - Instruments | 3,897,451 | $ 2,330,370 | 2,320,000 | $ 920,000 | 2,330,370 | 920,000 | $ 0 |
Issuance of Public and Private Placement Warrants | 0 | ||||||
Transfer of Public Warrants and Private Placement Warrants from Level 3 to Level 1 | 0 | 0 | |||||
Change in fair value of derivative warrant liabilities | 0 | ||||||
Borrowings of working capital loan - related party | 1,940,000 | 2,025,000 | 500,000 | 1,400,000 | 920,000 | ||
Change in fair value of working capital loan - related party | (428,594) | (457,919) | |||||
Level 3 - Instruments | $ 5,408,857 | $ 3,897,451 | 2,820,000 | 2,320,000 | $ 5,408,857 | 2,820,000 | 920,000 |
Fair Value, Inputs, Level 3 [Member] | Derivative Warrant Liabilities [Member] | |||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Level 3 - Instruments | 3,666,670 | 3,666,670 | 0 | ||||
Issuance of Public and Private Placement Warrants | 38,400,000 | ||||||
Transfer of Public Warrants and Private Placement Warrants from Level 3 to Level 1 | (3,666,670) | (24,533,330) | |||||
Change in fair value of derivative warrant liabilities | (10,200,000) | ||||||
Borrowings of working capital loan - related party | 0 | 0 | 0 | ||||
Level 3 - Instruments | $ 3,666,670 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) | Jul. 31, 2023 | Jul. 27, 2023 | Jul. 23, 2023 |
Forward Purchase Agreement [Member] | Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 251,194 | 3,534,492 | |
Sponsor [Member] | Common Class F [Member] | |||
Subsequent Event [Line Items] | |||
Stock cancelled during period, shares | 3,270,652 | ||
Private Placement Warrants [Member] | Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Warrants cancelled during period | 4,666,667 | ||
Conversion of Working Capital Loans to Warrants [Member] | Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Debt conversion, converted instrument, warrants or options issued | 1,000,000 | ||
Conversion of Working Capital Loans to Preferred Stock [Member] | Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Debt conversion, converted instrument, shares issued | 378,318 | ||
Conversion of Working Capital Loans to Common Stock [Member] | Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Debt conversion, converted instrument, shares issued | 756,635 | ||
Working Capital Loan [Member] | Sponsor [Member] | |||
Subsequent Event [Line Items] | |||
Other liabilities | $ 7,200,000 | ||
Proceeds from issuance of debt | $ 217,000 |