Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | NIGHTDRAGON ACQUISITION CORP. | |
Entity Central Index Key | 0001837067 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity File Number | 001-40108 | |
Entity Address, Address Line One | 101 Second Street | |
Entity Address, Address Line Two | Suite 1275 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
Entity Incorporation, State or Country Code | DE | |
City Area Code | 510 | |
Local Phone Number | 306-7780 | |
Entity Tax Identification Number | 85-4249052 | |
Entity Ex Transition Period | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 35,535,000 | |
Trading Symbol | NDAC | |
Title of 12(b) Security | Shares of Class A common stock included as part of the SCALE units | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,625,000 | |
Units [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | NDACU | |
Title of 12(b) Security | SCALE units, each consisting of one share of Class A common stock, $0.00001 par value, and one-fifth of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | NDACW | |
Title of 12(b) Security | Redeemable warrants included as part of the SCALE units | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 498,834 | $ 1,102,919 |
Prepaid expenses | 279,328 | 634,687 |
Prepaid income taxes | 12,711 | 0 |
Total Current Assets | 790,873 | 1,737,606 |
Long term portion of prepaid insurance | 0 | 105,781 |
Marketable securities held in Trust Account | 346,431,169 | 345,030,690 |
TOTAL ASSETS | 347,222,042 | 346,874,077 |
Current Liabilities | ||
Accrued expenses | 458,375 | 491,165 |
Income taxes payable | 0 | 0 |
Total Current Liabilities | 458,375 | 491,165 |
Warrant Liability | 690,000 | 6,195,042 |
Deferred underwriting fee payable | 12,075,000 | 12,075,000 |
TOTAL LIABILITIES | 13,223,375 | 18,761,207 |
Commitments | ||
Class A common stock subject to possible redemption 34,500,000 shares at redemption value | 346,290,590 | 345,000,000 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.00001 par value; 1,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (12,292,019) | (16,887,226) |
TOTAL STOCKHOLDERS' DEFICIT | (12,291,923) | (16,887,130) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 347,222,042 | 346,874,077 |
Common Class A [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Common Stock, Value | 10 | 10 |
Common Class B [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Common Stock, Value | $ 86 | $ 86 |
Condensed Balance Sheets (Pare
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock par or stated value per share | $ 0.00001 | $ 0.00001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary equity, shares outstanding | 34,500,000 | 34,500,000 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 280,000,000 | 280,000,000 |
Common Stock, Shares, Issued | 1,035,000 | 1,035,000 |
Common Stock, Shares, Outstanding | 1,035,000 | 1,035,000 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 8,625,000 | 8,625,000 |
Common Stock, Shares, Outstanding | 8,625,000 | 8,625,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
General and administrative expenses | $ 432,177 | $ 522,957 | $ 1,127,258 | $ 1,058,923 |
Loss from operations | (432,177) | (522,957) | (1,127,258) | (1,058,923) |
Other income (expense): | ||||
Interest earned on marketable securities held in Trust Account | 1,337,170 | 4,439 | 1,827,302 | 23,401 |
Change in fair value of warrant liabilities | 1,230,969 | 4,090,597 | 5,505,042 | 4,480,687 |
Transaction costs incurred in connection with warrant liabilities | 0 | 0 | 0 | (579,585) |
Compensation expense — warrants | 0 | 0 | 0 | (30,861) |
Total Other income (expense), net | 2,568,139 | 4,095,036 | 7,332,344 | 3,893,642 |
Income before provision for income taxes | 2,135,962 | 3,572,079 | 6,205,086 | 2,834,719 |
Provision for income taxes | (270,306) | 0 | (319,289) | 0 |
Net income | $ 1,865,656 | 3,572,079 | $ 5,885,797 | 2,834,719 |
Diluted net income per share | $ 7,107,000 | |||
Common Class A [Member] | ||||
Other income (expense): | ||||
Net income | $ 2,874,407 | $ 2,175,497 | ||
Basic weighted average shares outstanding | 35,535,000 | 35,535,000 | 35,535,000 | 27,638,333 |
Diluted weighted average shares outstanding | 35,535,000 | 35,535,000 | 35,535,000 | 27,638,333 |
Basic net income per share | $ 0.04 | $ 0.08 | $ 0.13 | $ 0.08 |
Diluted net income per share | $ 0.04 | $ 0.08 | $ 0.13 | $ 0.08 |
Common Class B [Member] | ||||
Other income (expense): | ||||
Net income | $ 697,672 | $ 659,222 | ||
Basic weighted average shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | 8,375,000 |
Diluted weighted average shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | 8,375,000 |
Basic net income per share | $ 0.04 | $ 0.08 | $ 0.13 | $ 0.08 |
Diluted net income per share | $ 0.04 | $ 0.08 | $ 0.13 | $ 0.08 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Private Placement [Member] | Additional Paid-in Capital | Additional Paid-in Capital Private Placement [Member] | Accumulated Deficit | Common Class A [Member] | Common Class A [Member] Common Stock | Common Class A [Member] Common Stock Private Placement [Member] | Common Class B [Member] | Common Class B [Member] Common Stock |
Beginning Balance at Dec. 31, 2020 | $ 20,000 | $ 24,914 | $ (5,000) | $ 0 | $ 86 | |||||
Beginning Balance, Shares at Dec. 31, 2020 | 0 | 8,625,000 | ||||||||
Remeasurement for Class A common stock to redemption amount | (29,221,936) | (10,064,404) | (19,157,532) | |||||||
Sale of 1,035,000 Private Placement Units | 10,039,500 | $ 10,039,490 | $ 10 | |||||||
Sale of 1,035,000 Private Placement Units, Shares | 1,035,000 | 1,035,000 | ||||||||
Net income | (1,333,304) | (1,333,304) | ||||||||
Ending Balance at Mar. 31, 2021 | (20,495,740) | 0 | (20,495,836) | $ 10 | $ 86 | |||||
Ending Balance, Shares at Mar. 31, 2021 | 1,035,000 | 8,625,000 | ||||||||
Beginning Balance at Dec. 31, 2020 | 20,000 | 24,914 | (5,000) | $ 0 | $ 86 | |||||
Beginning Balance, Shares at Dec. 31, 2020 | 0 | 8,625,000 | ||||||||
Remeasurement for Class A common stock to redemption amount | 29,221,936 | |||||||||
Net income | 2,834,719 | $ 2,175,497 | $ 659,222 | |||||||
Ending Balance at Sep. 30, 2021 | (16,327,717) | 0 | (16,327,813) | $ 10 | $ 86 | |||||
Ending Balance, Shares at Sep. 30, 2021 | 1,035,000 | 8,625,000 | ||||||||
Beginning Balance at Mar. 31, 2021 | (20,495,740) | 0 | (20,495,836) | $ 10 | $ 86 | |||||
Beginning Balance, Shares at Mar. 31, 2021 | 1,035,000 | 8,625,000 | ||||||||
Net income | 595,944 | 595,944 | ||||||||
Ending Balance at Jun. 30, 2021 | (19,899,796) | 0 | (19,899,892) | $ 10 | $ 86 | |||||
Ending Balance, Shares at Jun. 30, 2021 | 1,035,000 | 8,625,000 | ||||||||
Net income | 3,572,079 | 3,572,079 | $ 2,874,407 | $ 697,672 | ||||||
Ending Balance at Sep. 30, 2021 | (16,327,717) | 0 | (16,327,813) | $ 10 | $ 86 | |||||
Ending Balance, Shares at Sep. 30, 2021 | 1,035,000 | 8,625,000 | ||||||||
Beginning Balance at Dec. 31, 2021 | (16,887,130) | 0 | (16,887,226) | $ 10 | $ 86 | |||||
Beginning Balance, Shares at Dec. 31, 2021 | 1,035,000 | 8,625,000 | ||||||||
Net income | 2,372,999 | 2,372,999 | ||||||||
Ending Balance at Mar. 31, 2022 | (14,514,131) | 0 | (14,514,227) | $ 10 | $ 86 | |||||
Ending Balance, Shares at Mar. 31, 2022 | 1,035,000 | 8,625,000 | ||||||||
Beginning Balance at Dec. 31, 2021 | (16,887,130) | 0 | (16,887,226) | $ 10 | $ 86 | |||||
Beginning Balance, Shares at Dec. 31, 2021 | 1,035,000 | 8,625,000 | ||||||||
Remeasurement for Class A common stock to redemption amount | 1,290,590 | |||||||||
Net income | 5,885,797 | |||||||||
Ending Balance at Sep. 30, 2022 | (12,291,923) | 0 | (12,292,019) | $ 10 | $ 86 | |||||
Ending Balance, Shares at Sep. 30, 2022 | 1,035,000 | 8,625,000 | ||||||||
Beginning Balance at Mar. 31, 2022 | (14,514,131) | 0 | (14,514,227) | $ 10 | $ 86 | |||||
Beginning Balance, Shares at Mar. 31, 2022 | 1,035,000 | 8,625,000 | ||||||||
Remeasurement for Class A common stock to redemption amount | (261,619) | (261,619) | ||||||||
Net income | 1,647,142 | 1,647,142 | ||||||||
Ending Balance at Jun. 30, 2022 | (13,128,608) | 0 | (13,128,704) | $ 10 | $ 86 | |||||
Ending Balance, Shares at Jun. 30, 2022 | 1,035,000 | 8,625,000 | ||||||||
Remeasurement for Class A common stock to redemption amount | (1,028,971) | (1,028,971) | ||||||||
Net income | 1,865,656 | 1,865,656 | ||||||||
Ending Balance at Sep. 30, 2022 | $ (12,291,923) | $ 0 | $ (12,292,019) | $ 10 | $ 86 | |||||
Ending Balance, Shares at Sep. 30, 2022 | 1,035,000 | 8,625,000 |
Condensed Statement of Change_2
Condensed Statement of Changes in Stockholders' Equity (Deficit) (Parenthetical) | 3 Months Ended |
Mar. 31, 2021 shares | |
Private Placement [Member] | |
Stock Issued During Period, Shares, Issued for Services | 1,035,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 5,885,797 | $ 2,834,719 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (1,827,302) | (23,401) |
Change in fair value of warrant liabilities | (5,505,042) | (4,480,687) |
Transaction costs associated with Initial Public Offering | 0 | 579,585 |
Compensation expense | 30,861 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 461,140 | (913,641) |
Prepaid income taxes | (12,711) | |
Accrued expenses | (32,790) | 328,802 |
Income taxes payable | 0 | 0 |
Net cash used in operating activities | (1,030,908) | (1,643,762) |
Cash Flows from Investing Activities: | ||
Cash Withdrawn From Trust Account To Pay Franchise And Income Taxes | 426,823 | |
Investment of cash in Trust Account | 0 | (345,000,000) |
Net cash provided by (used in) investing activities | 426,823 | (345,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 338,100,000 |
Proceeds from sale of Private Placement Units | 0 | 10,350,000 |
Proceeds from promissory note – related party | 0 | 188,890 |
Repayment of promissory note –related party | 0 | (188,890) |
Payment of offering costs | 0 | (621,538) |
Net cash provided by financing activities | 0 | 347,828,462 |
Net Change in Cash | (604,085) | 1,184,700 |
Cash – Beginning of period | 1,102,919 | 25,000 |
Cash – End of period | 498,834 | 1,209,700 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 0 | 5,000 |
Initial classification of Class A common stock subject to possible redemption | 0 | 345,000,000 |
Remeasurement of Class A Common Stock to Redemption Value | 1,290,590 | 29,221,936 |
Deferred underwriting fee payable | $ 12,075,000 | $ 12,075,000 |
Description of Organization And
Description of Organization And Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description Of Organization And Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS NightDragon Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on December 8, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity from inception through September 30, 2022 relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below, and subsequent to 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 registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 34,500,000 SCALE (Stakeholder-Centered Aligned Listed Equity) units (the “SCALE Units” and, with respect to the shares of Class A common stock included in the SCALE Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 4,500,000 SCALE Units, at $10.00 per SCALE Unit, generating gross proceeds of $345,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,035,000 SCALE units (the “Private Placement SCALE Units”) at a price of $10.00 per Private Placement SCALE Unit in a private placement to NightDragon Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $10,350,000, which is described in Note 4. Transaction costs amounted to $19,601,538, consisting of $6,900,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $626,538 of other offering costs. Following the closing of the Initial Public Offering on March 4, 2021, an amount of $345,000,000 ($10.00 per SCALE Unit) from the net proceeds of the sale of the SCALE Units in the Initial Public Offering and the sale of the Private Placement SCALE Units was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions ofRule2a-7ofthe Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below except that interest earned on the Trust Account can be released to the Company to pay its tax obligations. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement SCALE Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended, or the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission, or the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Company’s Sponsor has agreed (a) to vote its shares of Class B common stock, Private Placement Shares (as defined in Note5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination; (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business pre-Business The Company will have until March 4, 2023 (or June 4, 2023 if the Company has an executed letter of intent, agreement in principle or definitive agreement for a Business Combination as of March 4, 2023) (the “Combination Period”) to complete a Business Combination. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of September 30, 2022, the Company had $498,834 in its operating bank account, $346,431,169 in investments held in the Trust Account to be used for a Business Combination or to repurchase or redeem its Class A common stock in connection therewith and working capital deficit of $ Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. We may need to raise additional capital through loans or additional investments from our Sponsor, or an affiliate of our Sponsor, stockholders, officers or directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us additional funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain such additional financing. If we are unable to raise such additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASU2014-15, 10-Q. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Management believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain operations for a period of at least one year from the issuance date of the condensed financial statement. Accordingly, substantial doubt about the Company’s ability to continue as a going concern as disclosed in previously issued condensed financial statements has been alleviated. Inflation Reduction Act of 2022 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 redemption or other 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 would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, 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 occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 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 balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (10,199,983 ) Class A common stock issuance costs (19,021,953 ) Plus: Remeasurement of carrying value to redemption value 29,221,936 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Plus: Remeasurement of carrying value to redemption value 1,290,590 Class A common stock subject to possible redemption, September 30, 2022 $ 346,290,590 Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”), ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740-270-25-2 740-270-30-5. % and % for the months ended September , and , respectively. The effective tax rate differs from the statutory tax rate of % for the and months ended September , and , due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2022. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company applies the two-class The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 7,107,000 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per Numerator: Allocation of net income, as adjusted $ 1,501,270 $ 364,386 $ 2,874,407 $ 697,672 $ 4,736,227 $ 1,149,570 $ 2,175,497 $ 659,222 Denominator: Basic and diluted weighted average shares outstanding 35,535,000 8,625,000 35,535,000 8,625,000 35,535,000 8,625,000 27,638,333 8,375,000 Basic and diluted net income per common stock $ 0.04 $ 0.04 $ 0.08 $ 0.08 $ 0.13 $ 0.13 $ 0.08 $ 0.08 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined 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 circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Recent Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Public Offering | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 34,500,000 SCALE Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 SCALE Units, at a purchase price of $10.00 per SCALE Unit. Each SCALE Unit consists of one share of Class A common stock and one-fifth |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,035,000 Private Placement SCALE Units at a price of $10.00 per Private Placement SCALE Unit, for an aggregate purchase price of $10,350,000, in a private placement. Each Private Placement SCALE Unit consists of one share of Class A common stock (“Private Placement Share”) and one-fifth |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares and Class B Common Stock On December 14, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 founder shares. On January 28, 2021, these founder shares were reclassified and retroactively converted to 8,625,000 shares of Class B common stock, par value $0.00001 per share, or the Class B common stock. The Class B common stock included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively own, on an as-converted The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the shares of Class B common stock until the earlier to occur of: (1) six months after the completion of a Business Combination and (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Note — Related Party On January 6, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was subsequently amended on January 13, 2021 to increase the maximum principal amount under the note to $750,000. The Promissory Note was non-interest Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds on anon-interest basis as may be required, with such loans referred to as Working Capital Loans. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into SCALE Units at a price of $10.00 per SCALE Unit. The SCALE Units would be identical to the Private Placement SCALE Units. As of September 30, 2022 and December 31, 2021 there were no amounts outstanding under the Working Capital Loans. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration and stockholder rights agreement entered into on March 1, 2021, the holders of the shares of Class B common stock, Private Placement SCALE Units and any SCALE Units that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement SCALE Units and SCALE Units that may be issued upon conversion of Working Capital Loans and upon conversion of the shares of Class B common stock) are entitled to registration rights requiring the Company to register such securities for resale (in the case of the shares of Class B common stock, only after conversion to shares of our Class A common stock). These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per SCALE Unit, or $12,075,000. As a result of the underwriters’ election to fully exercise their over-allotment option on March 4, 2021, the underwriters are entitled to a deferred fee of $12,075,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Class A Common Stock Subject To
Class A Common Stock Subject To Possible Redemption | 9 Months Ended |
Sep. 30, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Class A Common Stock Subject To Possible Redemption | NOTE 7. CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION Class A Common Stock – Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. One-quarter a30-tradingday a30-tradingday a30-tradingday one-for-one |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock — Class B Common Stock |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 9. WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the Class A common stock issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 • in whole and not in part; • at $0.10 per Public 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 based on the redemption date and the “fair market value” of the Company’s Class A common stock; and • if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day before the Company sends the notice of redemption to the warrant holders. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public 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 Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors), or the New Issued Price, (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger prices described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are Identical to the Public Warrants underlying the SCALE Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the 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 exercisable on a cashless basis and will be non-redeemable |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2022 December 31, 2021 Level Amount Level Amount Assets: Marketable securities held in Trust Account 1 $ 346,431,169 1 $ 345,030,690 Liabilities: Warrant Liability – Public Warrants 1 $ 690,000 1 $ 6,003,000 Warrant Liability – Private Placement Warrants 3 $ — 3 $ 192,042 The Warrants were accounted for as liabilities in accordance with ASC815-40and are presented within warrant liabilities on our accompanying September 30, 2022 and December 31, 2021 condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. As of March 4, 2021 (closing date of the Initial Public Offering), the Warrants were initially valued using a Monte Carlo simulation model for the Public Warrants and a Modified Black Scholes model for the Private Placement Warrants, which are considered to be Level 3 fair value measurements. The model’s primary unobservable input utilized in determining the fair value of the Warrants is the expected volatility of the common stock. The expected volatility as of March 4, 2021 was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The subsequent measurement of the Public Warrants after the detachment of the Public Warrants from the Units is classified as Level 1 due to the use of an observable market quote in an active market under the ticker NDACW. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrants was used as the fair value of the Warrants as of each relevant date. The subsequent measurement of the Private Placement Warrants after the detachment of the Public Warrants from the Units is still classified as Level 3 as the Private Placement Warrants continue to be valued using a Modified Black Scholes model. The following table presents the quantitative information regarding Level 3 fair value measurements for the Private Placement Warrants: September 30, 2022 December 31, 2021 June 11, 2021 Initial Measurement Risk-free interest rate 3.27 % 1.12 % 0.67 % Expected term (years) 0.21 4.17 5.00 Expected volatility 1.70 % 17.40 % 33.20 % Exercise price $ 11.50 $ 11.50 $ 11.50 Fair value of Units $ 9.82 $ 9.75 $ 9.70 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 4, 2021 341,361 10,199,983 10,541,344 Change in fair value (153,984 ) (401,983 ) (555,967 ) Transfer to Level 1 — (9,798,000 ) (9,798,000 ) Fair Value as of September 30, 2021 187,377 — — Change in fair value 4,655 — 4,655 Fair value as of December 31, 2021 192,042 — 192,042 Change in fair value (192,042 ) — (192,042 ) Fair value as of September 30, 2022 $ — $ — $ — Transfers to and from Levels 1 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the Public Warrants transferred from a Level 3 fair value measurement to a Level 1 fair value measurement at the time of transfer on June 30, 2021 was $9,798,000. There were no such transfers during the nine months ended September 30, 2022. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial On October 20, 2022, the Company filed a definitive proxy statement that asked shareholders to vote on the following proposals: a charter amendment proposal to adopt an amended and restated certificate of incorporation (the “Restated Certificate”) with the purpose to change the date by which the Company must consummate its initial business combination from March 4, 2023 (or June 4, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination on or before March 4, 2023) (such date, the “Original Termination Date”), to the time and date immediately following the filing of the Restated Certificate with the Secretary of State of the State of Delaware (the “Accelerated Termination Time”); a trust amendment proposal to amend our investment management trust agreement to change the date on which the trustee must commence liquidation of the trust account to the Accelerated Termination Time; an auditor ratification proposal to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2022; and an adjournment proposal to approve one or more adjournments of the meeting, if necessary or appropriate. If the Restated Certificate is approved by the Company’s stockholders, the approval is intended to constitute the adoption of a plan of complete liquidation of the Company for U.S. federal income tax purposes. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 |
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 Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, 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 occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, 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 balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (10,199,983 ) Class A common stock issuance costs (19,021,953 ) Plus: Remeasurement of carrying value to redemption value 29,221,936 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Plus: Remeasurement of carrying value to redemption value 1,290,590 Class A common stock subject to possible redemption, September 30, 2022 $ 346,290,590 |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”), ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740-270-25-2 740-270-30-5. % and % for the months ended September , and , respectively. The effective tax rate differs from the statutory tax rate of % for the and months ended September , and , due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2022. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net income per Common Share | Net income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. The Company applies the two-class The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 7,107,000 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per Numerator: Allocation of net income, as adjusted $ 1,501,270 $ 364,386 $ 2,874,407 $ 697,672 $ 4,736,227 $ 1,149,570 $ 2,175,497 $ 659,222 Denominator: Basic and diluted weighted average shares outstanding 35,535,000 8,625,000 35,535,000 8,625,000 35,535,000 8,625,000 27,638,333 8,375,000 Basic and diluted net income per common stock $ 0.04 $ 0.04 $ 0.08 $ 0.08 $ 0.13 $ 0.13 $ 0.08 $ 0.08 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 10). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined 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 circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Class A Common Stock Reflected in Condensed Balance Sheet | At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Warrants (10,199,983 ) Class A common stock issuance costs (19,021,953 ) Plus: Remeasurement of carrying value to redemption value 29,221,936 Class A common stock subject to possible redemption, December 31, 2021 345,000,000 Plus: Remeasurement of carrying value to redemption value 1,290,590 Class A common stock subject to possible redemption, September 30, 2022 $ 346,290,590 |
Summary of basic and diluted loss per share | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per Numerator: Allocation of net income, as adjusted $ 1,501,270 $ 364,386 $ 2,874,407 $ 697,672 $ 4,736,227 $ 1,149,570 $ 2,175,497 $ 659,222 Denominator: Basic and diluted weighted average shares outstanding 35,535,000 8,625,000 35,535,000 8,625,000 35,535,000 8,625,000 27,638,333 8,375,000 Basic and diluted net income per common stock $ 0.04 $ 0.04 $ 0.08 $ 0.08 $ 0.13 $ 0.13 $ 0.08 $ 0.08 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2022 December 31, 2021 Level Amount Level Amount Assets: Marketable securities held in Trust Account 1 $ 346,431,169 1 $ 345,030,690 Liabilities: Warrant Liability – Public Warrants 1 $ 690,000 1 $ 6,003,000 Warrant Liability – Private Placement Warrants 3 $ — 3 $ 192,042 |
Summary of Fair Value Measurements Inputs | The following table presents the quantitative information regarding Level 3 fair value measurements for the Private Placement Warrants: September 30, 2022 December 31, 2021 June 11, 2021 Initial Measurement Risk-free interest rate 3.27 % 1.12 % 0.67 % Expected term (years) 0.21 4.17 5.00 Expected volatility 1.70 % 17.40 % 33.20 % Exercise price $ 11.50 $ 11.50 $ 11.50 Fair value of Units $ 9.82 $ 9.75 $ 9.70 |
Summary of Change in the Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on March 4, 2021 341,361 10,199,983 10,541,344 Change in fair value (153,984 ) (401,983 ) (555,967 ) Transfer to Level 1 — (9,798,000 ) (9,798,000 ) Fair Value as of September 30, 2021 187,377 — — Change in fair value 4,655 — 4,655 Fair value as of December 31, 2021 192,042 — 192,042 Change in fair value (192,042 ) — (192,042 ) Fair value as of September 30, 2022 $ — $ — $ — |
Description of Organization A_2
Description of Organization And Business Operations - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||
Aug. 16, 2022 | Mar. 04, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Description Of Organization And Business Operations [Line Items] | |||||
Entity incorporation, date of incorporation | Dec. 08, 2020 | ||||
Proceeds From Issuance Of IPO | $ 0 | $ 338,100,000 | |||
Payments for underwriting expense | $ 12,075,000 | ||||
Restricted investments term | 185 days | ||||
Minimum networth to effect business combination | $ 5,000,001 | ||||
Price per share | $ 10 | ||||
Dissolution expense | $ 100,000 | ||||
Operating bank accounts | 498,834 | ||||
Investments held in Trust Account | 346,431,169 | $ 345,030,690 | |||
Working capital loan | $ 473,077 | ||||
percentage of federal excise tax on stock buy back | 1% | ||||
Effective Date For Levy Of Federal Excise Tax On Stock Buy Back | Jan. 01, 2023 | ||||
Maximum [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Percentage of the fair value of assets in trust account of the target company net of deferred undrwriting commissions and taxes | 80% | ||||
Minimum [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Maximum percentage to be required to maintainn post business combination | 50% | ||||
Percentage of public shares | 15% | ||||
Private Placement Warrants [Member] | Sponsor [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Class of warrants and rights issued during the period | 1,035,000 | ||||
Class Of Warrants and Rights Issued, Price Per Warrant | $ 10 | ||||
Proceeds from issuance of warrants | $ 10,350,000 | ||||
IPO [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Transaction Costc | 19,601,538 | ||||
Payments for underwriting expense | 6,900,000 | ||||
Deferred underwriting fees | 12,075,000 | ||||
Other offering costs | $ 626,538 | ||||
Price per share | $ 10 | ||||
Common Class A [Member] | IPO [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 4,500,000 | 34,500,000 | |||
Shares Issued Price Per Share | $ 10 | $ 10 | |||
Proceeds From Issuance Of IPO | $ 345,000,000 | ||||
Common Class A [Member] | Over-Allotment Option [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 34,500,000 | 4,500,000 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - Summary of Class A Common Stock Reflected in Condensed Balance Sheet (Detail) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | ||
Gross proceeds | $ 345,000,000 | |
Proceeds allocated to Public Warrants | (10,199,983) | |
Class A common stock issuance costs | (19,021,953) | |
Remeasurement of carrying value to redemption value | $ 1,290,590 | 29,221,936 |
Class A common stock subject to possible redemption | $ 346,290,590 | $ 345,000,000 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Summary of Basic and Diluted Net Income (loss) Per Common Share (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Allocation of net income, as adjusted | $ 1,865,656 | $ 1,647,142 | $ 2,372,999 | $ 3,572,079 | $ 595,944 | $ (1,333,304) | $ 5,885,797 | $ 2,834,719 |
Denominator: | ||||||||
Diluted net income (loss) per share common stock | $ 7,107,000 | |||||||
Common Class A [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income, as adjusted | $ 1,501,270 | $ 4,736,227 | ||||||
Allocation of net income, as adjusted | $ 2,874,407 | $ 2,175,497 | ||||||
Denominator: | ||||||||
Basic weighted average shares outstanding | 35,535,000 | 35,535,000 | 35,535,000 | 27,638,333 | ||||
Diluted weighted average shares outstanding | 35,535,000 | 35,535,000 | 35,535,000 | 27,638,333 | ||||
Basic net income (loss) per share common stock | $ 0.04 | $ 0.08 | $ 0.13 | $ 0.08 | ||||
Diluted net income (loss) per share common stock | $ 0.04 | $ 0.08 | $ 0.13 | $ 0.08 | ||||
Common Class B [Member] | ||||||||
Numerator: | ||||||||
Allocation of net income, as adjusted | $ 364,386 | $ 1,149,570 | ||||||
Allocation of net income, as adjusted | $ 697,672 | $ 659,222 | ||||||
Denominator: | ||||||||
Basic weighted average shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | 8,375,000 | ||||
Diluted weighted average shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | 8,375,000 | ||||
Basic net income (loss) per share common stock | $ 0.04 | $ 0.08 | $ 0.13 | $ 0.08 | ||||
Diluted net income (loss) per share common stock | $ 0.04 | $ 0.08 | $ 0.13 | $ 0.08 |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Adjustments to additional paid in capital, stock issued, issuance costs | $ 19,021,953 | ||||
Transaction costs incurred in connection with warrant liabilities | $ 0 | $ 0 | 0 | $ 579,585 | |
Unrecognized tax benefits | 0 | 0 | $ 0 | ||
Accrued for interest and penalties | $ 0 | $ 0 | $ 0 | ||
Effective income tax rate reconciliation, percent | (12.66%) | 0% | (5.15%) | 0% | |
Effective income tax rate reconciliation, Federal statutory income tax, percent | 21% | 21% | 21% | 21% | |
Earnings per share, diluted | $ 7,107,000 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - Common Class A [Member] - $ / shares | 9 Months Ended | |
Mar. 04, 2021 | Sep. 30, 2022 | |
Public Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock Conversion Basis | one-fifth of one redeemable warrant | |
Exercise Price of Warrants | $ 11.5 | |
IPO [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 4,500,000 | 34,500,000 |
Shares Issued Price Per Share | $ 10 | $ 10 |
Over-Allotment Option [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock Issued During Period, Shares, New Issues | 34,500,000 | 4,500,000 |
Private Placement - Additional
Private Placement - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Private Placement Warrants [Member] | Sponsor [Member] | |
Class of Warrant or Right [Line Items] | |
Class of warrants and rights issued during the period | shares | 1,035,000 |
Class Of Warrants and Rights Issued, Price Per Warrant | $ 10 |
Proceeds from issuance of warrants | $ | $ 10,350,000 |
Public Warrants [Member] | Common Class A [Member] | |
Class of Warrant or Right [Line Items] | |
Stock Conversion Basis | one-fifth of one redeemable warrant |
Exercise Price of Warrants | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | |||||
Jan. 28, 2021 | Jan. 06, 2021 | Dec. 14, 2020 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Value, Issued for Services | $ 10,039,500 | |||||
Proceeds from promissory note – related party | $ 750,000 | |||||
Debt instrument, interest rate | 0% | |||||
Working Capital Loan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument Convertible Into Warrants | $ 1,500,000 | |||||
Debt Instrument Conversion Price | $ 10 | |||||
Amounts outstanding under the Working Capital Loans | $ 0 | $ 0 | ||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock par or stated value per share | $ 0.00001 | $ 0.00001 | ||||
Founder Shares [Member] | IPO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, threshold percentage on conversion of shares | 20% | |||||
Sponsor [Member] | Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt instrument, face amount | $ 300,000 | |||||
Repayments of debt | $ 188,890 | |||||
Sponsor [Member] | Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Reclassifications of temporary to permanent equity | $ 8,625,000 | |||||
Common stock par or stated value per share | $ 0.00001 | |||||
Threshold Number Of Trading Days For Determining Share PriceFrom Date Of Business Combination | 6 months | |||||
Sponsor [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares forfeited during the period | 1,125,000 | |||||
Sponsor [Member] | Founder Shares [Member] | Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||
Stock Issued During Period, Shares, New Issues | 8,625,000 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) | Mar. 04, 2021 USD ($) $ / shares |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriting Discount Paid Per Unit | $ / shares | $ / shares | $ 0.35 |
Underwriting Expense Paid | $ | $ 12,075,000 |
Deferred Underwriting Commissions Noncurrent | $ 12,075,000 |
Class A Common Stock Subject _2
Class A Common Stock Subject To Possible Redemption - Additional Information (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Temporary equity shares authorized | 280,000,000 | |
Temporary equity par or stated value per share | $ 0.00001 | |
Temporary equity voting rights | one vote | |
Share Price Equal Or Exceeds Twelve Rupees Per Dollar [Member] | First Price Vesting [Member] | ||
Share redemption trigger price | $ 12 | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Share Price Equal Or Exceeds Fifteen Rupees Per Dollar [Member] | Second Price Vesting [Member] | ||
Share redemption trigger price | $ 15 | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Share Price Equal Or Exceeds Twenty Rupees Per Dollar [Member] | Third Price Vesting [Member] | ||
Share redemption trigger price | $ 20 | |
Number of consecutive trading days for determining share price | 20 days | |
Number of trading days for determining share price | 30 days | |
Common Class A [Member] | ||
Temporary Equity, Shares Issued | 34,500,000 | |
Temporary equity, shares outstanding | 34,500,000 | 34,500,000 |
Common stock conversion price | 12% | |
Common stock, convertible, conversion price, decrease | $ 12 | |
Common Stock, Shares, Issued | 1,035,000 | 1,035,000 |
Common Stock, Shares, Outstanding | 1,035,000 | 1,035,000 |
Common Class B [Member] | ||
Stock Conversion Basis | one-for-one | |
Common Stock, Shares, Issued | 8,625,000 | 8,625,000 |
Common Stock, Shares, Outstanding | 8,625,000 | 8,625,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock par or stated value per share | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 20,000,000 | 20,000,000 |
Common stock par or stated value per share | $ 0.00001 | $ 0.00001 |
Common stock shares issued | 8,625,000 | 8,625,000 |
Common stock shares outstanding | 8,625,000 | 8,625,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share price | $ 10 |
Share Price Equal or Exceeds Eighteen Rupees per dollar | |
Share redemption trigger price | $ 18 |
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value | 180% |
Share Price Equal or Exceeds Ten point Zero Rupees per dollar | |
Class of warrants, redemption price per unit | $ 0.1 |
Class Of Warrants Redemption Notice Period | 30 days |
Share Price Equal or Less Ten point Zero Rupees per dollar | |
Share price | $ 10 |
Share Price Equal or Less Nine point Two Rupees per dollar | |
Class Of Warrant Or Right, Exercise Price Adjustment Percentage Higher Of Market Value | 115% |
Public Warrants [Member] | |
Warrants Exercisable Term From The Date Of Completion Of Business Combination | 30 days |
Warrants Exercisable Term From The Closing Of IPO | 1 year |
Warrants and Rights Outstanding, Term | 5 years |
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 |
Common Class A [Member] | |
Minimum lock In period for transfer, assign or sell warrants after completion of Business Combination | 30 days |
Common Class A [Member] | Share Price Equal or Less Nine point Two Rupees per dollar | |
Share redemption trigger price | $ 9.2 |
Minimum Percentage Gross Proceeds Required From Issuance Of Equity | 60% |
Exercise Price of Warrants | $ 9.2 |
Common Class A [Member] | Public Warrants [Member] | |
Exercise Price of Warrants | 11.5 |
Common Class A [Member] | Redemption Of Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar | |
Class of warrants, redemption price per unit | 0.01 |
Share price | $ 18 |
Number Of Consecutive Trading Days For Determining Share Price | 20 days |
Number of trading days for determining share price | 30 days |
Class Of Warrants Redemption Notice Period | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets and liabilities that are measured at fair value on a recurring basis (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in Trust Account | $ 346,431,169 | $ 345,030,690 |
Warrant Liability | 690,000 | 6,195,042 |
Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in Trust Account | 346,431,169 | 345,030,690 |
Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | 690,000 | 6,003,000 |
Level 3 [Member] | Fair Value, Recurring [Member] | Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant Liability | $ 0 | $ 192,042 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of fair value measurements inputs (Detail) | Sep. 30, 2022 yr | Dec. 31, 2021 yr | Jun. 11, 2021 yr |
Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 3.27 | 1.12 | 0.67 |
Expected term (years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.21 | 4.17 | 5 |
Expected volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 1.7 | 17.4 | 33.2 |
Exercise price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 | 11.5 |
Fair value of Units | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 9.82 | 9.75 | 9.7 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of change in the fair value of warrant liabilities (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Private Placement Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value, Beginning Balance | $ 187,377 | $ 192,042 | $ 0 |
Initial measurement | 341,361 | ||
Change in fair value | 4,655 | (192,042) | (153,984) |
Transfer to Level 1 | 0 | ||
Fair Value, Ending Balance | 192,042 | 0 | 187,377 |
Public Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value, Beginning Balance | 0 | 0 | 0 |
Initial measurement | 10,199,983 | ||
Change in fair value | 0 | 0 | (401,983) |
Transfer to Level 1 | (9,798,000) | ||
Fair Value, Ending Balance | 0 | 0 | 0 |
Warrant Liabilities [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value, Beginning Balance | 0 | 192,042 | 0 |
Initial measurement | 10,541,344 | ||
Change in fair value | 4,655 | (192,042) | (555,967) |
Transfer to Level 1 | (9,798,000) | ||
Fair Value, Ending Balance | $ 192,042 | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 6 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 2022 | |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of liabilities transferred out of level three | $ 9,798,000 | $ 0 |