Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | MISSION ADVANCEMENT CORP. | |
Trading Symbol | MACC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001840148 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40127 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1254144 | |
Entity Address, Address Line One | 2525 E Camelback Rd | |
Entity Address, Address Line Two | Ste 850 | |
Entity Address, City or Town | Phoenix | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85016 | |
City Area Code | (602) | |
Local Phone Number | 476-0600 | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Class B Common Stock | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 8,625,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 132,012 | $ 612,101 |
Prepaid expenses | 187,267 | 382,760 |
Total Current Assets | 319,279 | 994,861 |
Prepaid expenses – non-current portion | 64,422 | |
Investments held in trust account | 346,698,074 | 345,018,988 |
Total Assets | 347,017,353 | 346,078,271 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 879,789 | 1,432,959 |
Income taxes payable | 351,422 | |
Sponsor loans | 950,000 | 550,000 |
Total Current Liabilities | 2,181,211 | 1,982,959 |
Warrant liabilities | 527,718 | 9,089,893 |
Deferred underwriters’ discount | 12,075,000 | 12,075,000 |
Total Liabilities | 14,783,929 | 23,147,852 |
Commitments and Contingencies (Note 6) | ||
Class A Common stock subject to possible redemption, 34,500,000 shares at redemption value of $10.04 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively. | 346,342,629 | 345,018,988 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value; 300,000,000 shares authorized; no shares issued and outstanding (excluding 34,500,000 shares subject to redemption) | ||
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding | 863 | 863 |
Additional paid-in capital | ||
Accumulated deficit | (14,110,068) | (22,089,432) |
Total Stockholders’ Deficit | (14,109,205) | (22,088,569) |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit | $ 347,017,353 | $ 346,078,271 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption | 34,500,000 | 34,500,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.04 | $ 10 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Formation and operating costs | $ 255,250 | $ 573,577 | $ 907,283 | $ 1,085,707 |
Loss from operations | (255,250) | (573,577) | (907,283) | (1,085,707) |
Other income: | ||||
Interest income on trust account | 1,525,480 | 5,210 | 1,999,536 | 11,666 |
Change in fair value of warrant liabilities | 926,390 | 4,607,132 | 8,562,175 | 12,944,767 |
Offering expenses related to warrant issuance | (864,511) | |||
Total other income, net | 2,451,870 | 4,612,342 | 10,561,711 | 12,091,922 |
Income before benefit from income taxes | 2,196,620 | 4,038,765 | 9,654,428 | 11,006,215 |
Income tax expense | (309,851) | (351,422) | ||
Net income | $ 1,886,769 | $ 4,038,765 | $ 9,303,006 | $ 11,006,215 |
Class A Common Stock | ||||
Other income: | ||||
Weighted average shares outstanding (in Shares) | 34,500,000 | 34,500,000 | 34,500,000 | 26,538,462 |
Basic and diluted net income per share (in Dollars per share) | $ 0.04 | $ 0.09 | $ 0.22 | $ 0.32 |
Class B Common Stock | ||||
Other income: | ||||
Weighted average shares outstanding (in Shares) | 8,625,000 | 8,625,000 | 8,625,000 | 8,090,659 |
Basic and diluted net income per share (in Dollars per share) | $ 0.04 | $ 0.09 | $ 0.22 | $ 0.32 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A Common Stock | ||||
Basic and diluted net income per share | $ 0.04 | $ 0.09 | $ 0.22 | $ 0.32 |
Class B Common Stock | ||||
Basic and diluted net income per share | $ 0.04 | $ 0.09 | $ 0.22 | $ 0.32 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 863 | $ 24,137 | $ (761) | $ 24,239 | |
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | ||||
Sale of units in initial public offering, net of underwriter fee and fair value of public warrants | $ 3,450 | 323,770,836 | 323,774,286 | ||
Sale of units in initial public offering, net of underwriter fee and fair value of public warrants (in Shares) | 34,500,000 | ||||
Excess of cash received over fair value of private placement warrants | 799,888 | 799,888 | |||
Deferred underwriting discount | (12,075,000) | (12,075,000) | |||
Other offering cost charged to Stockholders’ deficit | (659,742) | (659,742) | |||
Class A common stock subject to possible redemption | $ (3,450) | (311,860,119) | (33,137,733) | (345,001,302) | |
Class A common stock subject to possible redemption (in Shares) | (34,500,000) | ||||
Net income (loss) | (1,765,843) | (1,765,843) | |||
Balance at Mar. 31, 2021 | $ 863 | (34,904,337) | (34,903,474) | ||
Balance (in Shares) at Mar. 31, 2021 | 8,625,000 | ||||
Balance at Dec. 31, 2020 | $ 863 | 24,137 | (761) | 24,239 | |
Balance (in Shares) at Dec. 31, 2020 | 8,625,000 | ||||
Net income (loss) | 11,006,215 | ||||
Balance at Sep. 30, 2021 | $ 863 | (22,142,643) | (22,141,780) | ||
Balance (in Shares) at Sep. 30, 2021 | 8,625,000 | ||||
Balance at Mar. 31, 2021 | $ 863 | (34,904,337) | (34,903,474) | ||
Balance (in Shares) at Mar. 31, 2021 | 8,625,000 | ||||
Net income (loss) | 8,733,293 | 8,733,293 | |||
Change in Class A common stock subject to possible redemption | (5,154) | (5,154) | |||
Balance at Jun. 30, 2021 | $ 863 | (26,176,198) | (26,175,335) | ||
Balance (in Shares) at Jun. 30, 2021 | 8,625,000 | ||||
Net income (loss) | 4,038,765 | 4,038,765 | |||
Change in Class A common stock subject to possible redemption | (5,210) | (5,210) | |||
Balance at Sep. 30, 2021 | $ 863 | (22,142,643) | (22,141,780) | ||
Balance (in Shares) at Sep. 30, 2021 | 8,625,000 | ||||
Balance at Dec. 31, 2021 | $ 863 | (22,089,432) | (22,088,569) | ||
Balance (in Shares) at Dec. 31, 2021 | 8,625,000 | ||||
Net income (loss) | 4,730,554 | 4,730,554 | |||
Change in Class A common stock subject to possible redemption | (1,525) | (1,525) | |||
Balance at Mar. 31, 2022 | $ 863 | (17,360,403) | (17,359,540) | ||
Balance (in Shares) at Mar. 31, 2022 | 8,625,000 | ||||
Balance at Dec. 31, 2021 | $ 863 | (22,089,432) | (22,088,569) | ||
Balance (in Shares) at Dec. 31, 2021 | 8,625,000 | ||||
Net income (loss) | 9,303,006 | ||||
Balance at Sep. 30, 2022 | $ 863 | (14,110,068) | (14,109,205) | ||
Balance (in Shares) at Sep. 30, 2022 | 8,625,000 | ||||
Balance at Mar. 31, 2022 | $ 863 | (17,360,403) | (17,359,540) | ||
Balance (in Shares) at Mar. 31, 2022 | 8,625,000 | ||||
Net income (loss) | 2,685,683 | 2,685,683 | |||
Change in Class A common stock subject to possible redemption | (177,546) | (177,546) | |||
Balance at Jun. 30, 2022 | $ 863 | (14,852,266) | (14,851,403) | ||
Balance (in Shares) at Jun. 30, 2022 | 8,625,000 | ||||
Net income (loss) | 1,886,769 | 1,886,769 | |||
Change in Class A common stock subject to possible redemption | (1,144,572) | (1,144,572) | |||
Balance at Sep. 30, 2022 | $ 863 | $ (14,110,068) | $ (14,109,205) | ||
Balance (in Shares) at Sep. 30, 2022 | 8,625,000 |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 9,303,006 | $ 11,006,215 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on trust account | (1,999,586) | (11,666) |
Change in fair value of warrant liabilities | (8,562,175) | (12,944,767) |
Offering costs allocated to warrants | 864,511 | |
Changes in current assets and current liabilities: | ||
Prepaid assets | 259,915 | (544,623) |
Accounts payable and accrued expenses | (553,171) | 535,517 |
Income tax expense | 351,422 | |
Net cash used in operating activities | (1,200,589) | (1,094,813) |
Cash Flows from Investing Activities: | ||
Investment of cash in trust account | (345,000,000) | |
Cash withdrawn from trust account to pay franchise taxes | 320,500 | |
Net cash provided by (used in) investing activities | 320,500 | (345,000,000) |
Cash Flows from Financing Activities: | ||
Proceeds from initial public offering, net of underwriters’ discount | 338,100,000 | |
Proceeds from issuance of private placement warrants | 8,900,000 | |
Repayment of promissory note to related party | (17,500) | |
Borrowings from sponsor | 400,000 | |
Payments of offering costs | (618,003) | |
Net cash provided by financing activities | 400,000 | 346,364,497 |
Net Change in Cash | (480,089) | 269,684 |
Cash - Beginning | 612,101 | |
Cash - Ending | 132,012 | 269,684 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Initial value of Class A common stock subject to possible redemption | 345,000,000 | |
Initial value of warrant liabilities | 23,290,337 | |
Change in value of Class A common stock subject to possible redemption | 1,323,641 | 11,666 |
Deferred underwriters’ discount payable charged to additional paid-in capital | $ 12,075,000 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Mission Advancement Corp. was incorporated in Delaware on December 22, 2020. The Company was formed for the purpose of entering into a business combination. The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2022, the Company had not yet engaged in any operations or generated any revenues to date. All activity through September 30, 2022, relates to the Company’s formation and the initial public offering (described below) and identifying a target company for our initial business combination. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on March 2, 2021. On March 5, 2021, the Company consummated the IPO of 34,500,000 units, at $10.00 per unit, generating gross proceeds of $345,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,933,333 private placement warrants, at a price of $1.50 per private placement warrant, which is discussed in Note 4. Transaction costs amounted to $19,634,742 consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $659,742 of other offering costs. Of the total transaction costs $864,511 was expensed as non-operating expenses in the statements of operations with the rest of the offering cost charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Trust Account Following the closing of the IPO on March 5, 2021, an amount of $345,000,000 from the net proceeds of the sale of the units in the IPO and the sale of the private placement warrants was placed in the trust account, which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s charter, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s 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 (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, 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 public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit 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 shares of common stock subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company has until March 5, 2023, 24 months from the closing of the IPO, to consummate a business combination. However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, Mission Advancement Sponsor LLC, officers and directors have agreed to (i) waive their redemption rights with respect to their (x) founder shares, (y) shares underlying their private placement warrants (“private placement shares”) and (z) public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s charter, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s 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 date of the 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 the 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 IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of September 30, 2022, the Company had cash outside the trust account of $132,012 available for working capital needs, respectively. As of September 30, 2022, $320,500 in the trust account was withdrawn to pay taxes. As of September 30, 2022, all remaining cash held in the trust account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem common stock. Through September 30, 2022, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of private placement warrants. Going Concern The Company anticipates that the $132,012 held outside of the trust account as of September 30, 2022, might not be sufficient to allow the Company to operate until March 5, 2023, the end of the Combination Period, assuming that a business combination is not consummated during that time. Until consummation of its business combination, the Company will be using the funds not held in the trust account, and any additional Working Capital Loans from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. The Company can raise additional capital through Working Capital Loans from the initial stockholders, the Company’s officers, directors, or their respective affiliates (which is described in Note 5), or through loans from third parties. None of the sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it 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 its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has until March 5, 2023, 24 months from the closing of the IPO, to consummate a business combination. It is uncertain that we will be able consummate a business combination within the Combination Period. If a business combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance ASU Topic 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, management has determined that mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets and liabilities should the Company be required to liquidate after March 5, 2023. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and the Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with US GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 1, 2022, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 auditor 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Inflation Reduction Act of 2022 On August 16, 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 (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders 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 Treasury Department has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Redemption Event may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a Redemption Event would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Redemption Event, (ii) the structure of the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or otherwise issued not in connection with the Redemption Event but issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from the Treasury Department. In addition, because the excise tax would be payable by us, 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 our ability to complete a business combination. Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, the trust account had $346,698,074 and $345,018,988 held in marketable securities, respectively. During the nine months ended September 30, 2022, and 2021, the Company withdrew $320,500 and $0 from the trust account to pay its tax obligations, respectively. Marketable securities held in trust account are classified as “Held-for-Trading Securities” and are reported at fair value with unrealized gains or losses included in earnings of the current period. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Net Income per Common Stock The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class A common stock feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per share is computed by dividing the pro rata net income between the Class A shares and the Class B shares by the weighted average number of shares outstanding for each of the periods. The calculation of diluted income per share does not consider the effect of the warrants and rights issued in connection with the IPO since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. Below is a reconciliation of the net income per common stock: For the Three Months Ended 2022 2021 Redeemable Class A common stock Numerator: Net income allocable to Class A common stock subject to possible redemption $ 1,509,415 $ 3,231,012 Denominator: Weighted average redeemable Class A common stock, Basic and Diluted 34,500,000 34,500,000 Basic and diluted net income per share, redeemable Class A common stock $ 0.04 $ 0.09 Non-redeemable common stock Numerator: Net income allocable to non-redeemable Class B common stock $ 377,354 $ 807,753 Denominator: Weighted average non-redeemable Class B common stock 8,625,000 8,625,000 Basic and diluted net income per share, non-redeemable Class B common stock $ 0.04 $ 0.09 For the Nine Months Ended 2022 2021 Redeemable Class A common stock Numerator: Net income allocable to Class A common stock subject to possible redemption $ 7,442,405 $ 8,434,751 Denominator: Weighted average redeemable Class A common stock, Basic and Diluted 34,500,000 26,538,462 Basic and diluted net income per share, redeemable Class A common stock $ 0.22 $ 0.32 Non-redeemable common stock Numerator: Net income allocable to non-redeemable Class B common stock $ 1,860,601 $ 2,571,464 Denominator: Weighted average non-redeemable Class B common stock 8,625,000 8,090,659 Basic and diluted net income per share, non-redeemable Class B common stock $ 0.22 $ 0.32 Offering Costs The Company complies with the requirements of the ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the initial public offering and that were charged to stockholders’ deficit upon the completion of the IPO. Accordingly, on March 5, 2021, offering costs totaling $19,634,742 have been charged to temporary equity (consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $659,742 of other offering costs). Of the total transaction costs $864,511 was reclassed to expense as a non-operating expense in the statements of operations with the rest of the offering cost charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. 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”. US 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”. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815-15, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 17,433,333 common stock warrants issued in connection with its IPO 11,500,000 and private placement 5,933,333 as derivative warrant liabilities in accordance with ASC Topic 815-40, “Derivatives and Hedging”. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. At the IPO, the Company utilized a Monte Carlo simulation model to determine the initial value of the public warrants and private placement warrants. At September 30, 2022 and December 31, 2021, the Company used the quoted stock price in the active market to value the public warrants and a Monte Carlo simulation model to value the private placement warrants with changes in fair value charged to the statements of operations. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 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. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. 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. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in annual period, disclosure and transition. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was 14.11% and 0.00% for the three months ended September 30, 2022, and 2021, respectively, and 3.64% and 0.00% for the nine months ended September 30, 2022, and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. 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 may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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. Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the IPO, the Company sold 34,500,000 units, (at a price of $10.00 per unit). Each unit consists of one share of Class A common stock, par value $0.0001 per share and one-third of one public warrant. Each whole public warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Warrant [Abstract] | |
Private Placement Warrants | Note 4 — Private Placement Warrants Simultaneously with the closing of the IPO, the sponsor purchased an aggregate of 5,933,333 private placement warrants at a price of $1.50 per warrant ($8,900,000 in the aggregate), each private placement warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. A portion of the purchase price of the private placement warrants was added to the proceeds from the IPO being held in the trust account. The private placement warrants will not be redeemable by the Company so long as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the units sold in the initial public offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the initial public offering. |
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 On December 22, 2020, the sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for the founder shares, 7,187,500 shares of Class B common stock, par value $0.0001. On March 2, 2021, the Company effected a stock dividend of approximately 0.2 shares for each share of Class B common stock outstanding, resulting in the sponsor holding on aggregate of 8,625,000 founder shares. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (A) one year after the completion of the Company’s initial business combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial business combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. The Company refers to such transfer restrictions as the “lock-up”. Notwithstanding the foregoing, the founder shares will be released from the lockup if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the company’s initial business combination. On February 11, 2021, the Sponsor transferred 265,000 founder shares to fifteen (15) of the Company’s directors and advisors in recognition of and compensation for their future services to the Company. The assignment of the founders shares to the Company’s directors and advisors is within the scope of ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 265,000 founder shares granted to the Company’s directors and advisors was $1,648,300 or $6.22 per share. The founder shares were effectively assigned to the directors and advisors subject to a performance condition (i.e., the consummation of a business combination). Compensation expense related to the founder shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a business combination is considered probable in an amount equal to the number of founder shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the founder shares. As of September 30, 2022 and December 31, 2021, the Company has not yet entered into any definitive agreements in connection with any business combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s stockholders. As a result, the Company determined that the consummation of a business combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. On September 14, 2022, the terms of the share assignment of the Founders Shares to directors were modified further to include additional restrictions. This modification resulted in the incremental value of $213,000 of the total value of the assignment, or $2.13 per modified share. Modification of the terms of the share assignment to the directors did not impact vesting period of the assigned shares. Promissory Note — Related Party On December 22, 2020, the sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO . These loans were non-interest bearing, unsecured and were due at the earlier of September 30, 2021 or the closing of the IPO. As of September 30, 2022 and December 31, 2021, the Company had no outstanding borrowings under the promissory note. Working Capital Loans In addition, in order to finance transaction costs in connection with a business combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company Working Capital Loans. If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. On December 1, 2021, the Company issued the Note, a promissory note in the principal amount of up to $1,500,000 to the sponsor. The Note was issued in connection with advances the sponsor has made, and may make in the future, to the Company for working capital expenses. The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date of the liquidation of the Company. At the election of the sponsor, all or a portion of the unpaid principal amount of the Note may be converted into warrants of the Company, each warrant exercisable for one share of Class A common stock of the Company upon the consummation of an initial business combination (the “Conversion Warrants”), equal to: (x) the portion of the principal amount of the Note being converted, divided by (y) $1.50, rounded up to the nearest whole number of warrants. The Conversion Warrants are identical to the warrants issued by the Company to the Sponsor in a private placement in connection with the Company’s IPO. The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note. As of September 30, 2022 and December 31, 2021, the outstanding balance of the Note was $950,000 and $550,000, respectively. The conversion feature included in the Note is considered an embedded derivate and is remeasured at the end of each reporting period. The value is de minimis. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay the sponsor a total of $10,000 per month for office space and administrative support services. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 for the three months ended September 30, 2022 and 2021. The Company incurred $90,000 and $69,677 for the nine months ended September 30, 2022 and 2021, respectively. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 6 — Commitments & Contingencies Registration Rights The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the private placement warrants and warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement that was signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of a business combination. However, the registration 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 lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On March 5, 2021, the Company paid a fixed underwriting discount of $0.20 per unit, or $6,900,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity (Deficit) | Note 7 — Stockholders’ Equity (Deficit) Preferred Stock The Company is authorized to issue a total of 1,000,000 shares of preferred stock at par value of $0.0001 each. As of September 30, 2022 and December 31, 2021, there were no Class A Common Stock The Company is authorized to issue a total of 300,000,000 shares of Class A common stock at par value of $0.0001 each. As of September 30, 2022 and December 31, 2021, there were no Class B Common Stock The Company is authorized to issue a total of 20,000,000 shares of Class B common stock at par value of $0.0001 each. As of September 30, 2022 and December 31, 2021, there were 8,625,000 shares of Class B common stock issued or outstanding. 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 required by law. Unless specified in the Company’s charter, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of the Company’s shares of common stock that are voted is required to approve any such matter voted on by its stockholders. The Class B common stock will automatically convert into Class A common stock upon the consummation of the initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial business combination, the number of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to the sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Warrants [Abstract] | |
Warrants | Note 8 — Warrants Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the IPO and 30 days after the completion of the initial business combination, provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of the initial business combination, it will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stocks issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60 th Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per 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 common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. 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 and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any founder shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which it 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 price 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. US 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. The following table presents information about the Company’s assets 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, Quoted Significant Significant Description Assets: Mutual Funds held in trust account $ 346,698,074 $ 346,698,074 $ — $ — Liabilities: Warrant liabilities 527,718 343,850 — 183,868 $ 347,225,792 $ 347,041,924 $ — $ 183,868 December 31, Quoted Significant Significant Description Assets: Mutual Funds held in trust account $ 345,018,988 $ 345,018,988 $ — $ — Liabilities: Warrant liabilities 9,089,893 5,863,850 — 3,226,043 $ 354,108,881 $ 350,882,838 $ — $ 3,226,043 At September 30, 2022 and December 31, 2021, the Company use the quoted stock price in the active market to value the public warrants and a Monte Carlo simulation model to value the private placement warrants with changes in fair value charged to the statements of operations. The estimated fair value of the private placement warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three and nine months ended September 30, 2022. During the year ended December 31, 2021, there was a transfer of the public warrants from Level 3 to Level 1 due to a valuation of the public warrants using the quoted stock price in the active market. The following table provides quantitative information regarding assumptions used to determine Level 3 fair value measurements: At September 30, 2022 At December 31, Stock price $ 9.82 $ 9.73 Strike price $ 11.50 $ 11.50 Term (in years) 5.41 5.91 Volatility 6.9 % 9.5 % Risk-free rate 4.04 % 1.34 % Dividend yield 0 % 0 % The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our assets and liabilities classified as level 3 (private placement warrants): Warrant Liability Fair value at January 1, 2022 $ 3,226,043 Change in fair value (1,848,252 ) Fair value at March 31, 2022 1,377,791 Change in fair value (872,433 ) Fair value at June 30, 2022 $ 505,358 Change in fair value (321,490 ) Fair value at September 30, 2022 $ 183,868 Warrant Fair value at January 1, 2021 $ - Initial value at IPO date 23,290,337 Change in fair value 637,123 Fair value at March 31, 2021 23,927,460 Transfer of public warrants from level 3 to level 1 (15,595,052 ) Change in fair value (2,692,406 ) Fair Value at June 30, 2021 5,640,002 Change in fair value (1,964,432 ) Fair Value at September 30, 2021 $ 3,675,570 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events On November 10, 2022, the Company filed a definitive proxy statement for the Special Meeting to, among other things, approve proposals to amend the Company’s charter and trust agreement to change the date by which the Company would be required to consummate a business combination from March 5, 2023 to a date to be determined by the board, in its sole discretion, no later than December 30, 2022. |
Accounting Policies, by Policy
Accounting Policies, by Policy (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 US GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31, 2021 as filed with the SEC on April 1, 2022, which contains the audited financial statements and notes thereto. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 auditor 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Inflation Reduction Act of 2022 On August 16, 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 (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders 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 Treasury Department has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Redemption Event may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with a Redemption Event would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Redemption Event, (ii) the structure of the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or otherwise issued not in connection with the Redemption Event but issued within the same taxable year of the business combination) and (iv) the content of regulations and other guidance from the Treasury Department. In addition, because the excise tax would be payable by us, 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 our ability to complete a business combination. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2022 and December 31, 2021, the trust account had $346,698,074 and $345,018,988 held in marketable securities, respectively. During the nine months ended September 30, 2022, and 2021, the Company withdrew $320,500 and $0 from the trust account to pay its tax obligations, respectively. Marketable securities held in trust account are classified as “Held-for-Trading Securities” and are reported at fair value with unrealized gains or losses included in earnings of the current period. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2022 and December 31, 2021, 34,500,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. |
Net Income per Common Stock | Net Income per Common Stock The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” The Company’s statements of operations include a presentation of income per share for Class A common stock subject to possible redemption in a manner similar to the two-class method of income per share. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class A common stock feature to redeem at fair value means that there is effectively only one class of stock. Changes in fair value are not considered a dividend of the purposes of the numerator in the earnings per share calculation. Net income per share is computed by dividing the pro rata net income between the Class A shares and the Class B shares by the weighted average number of shares outstanding for each of the periods. The calculation of diluted income per share does not consider the effect of the warrants and rights issued in connection with the IPO since the exercise of the warrants and rights are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. Below is a reconciliation of the net income per common stock: For the Three Months Ended 2022 2021 Redeemable Class A common stock Numerator: Net income allocable to Class A common stock subject to possible redemption $ 1,509,415 $ 3,231,012 Denominator: Weighted average redeemable Class A common stock, Basic and Diluted 34,500,000 34,500,000 Basic and diluted net income per share, redeemable Class A common stock $ 0.04 $ 0.09 Non-redeemable common stock Numerator: Net income allocable to non-redeemable Class B common stock $ 377,354 $ 807,753 Denominator: Weighted average non-redeemable Class B common stock 8,625,000 8,625,000 Basic and diluted net income per share, non-redeemable Class B common stock $ 0.04 $ 0.09 For the Nine Months Ended 2022 2021 Redeemable Class A common stock Numerator: Net income allocable to Class A common stock subject to possible redemption $ 7,442,405 $ 8,434,751 Denominator: Weighted average redeemable Class A common stock, Basic and Diluted 34,500,000 26,538,462 Basic and diluted net income per share, redeemable Class A common stock $ 0.22 $ 0.32 Non-redeemable common stock Numerator: Net income allocable to non-redeemable Class B common stock $ 1,860,601 $ 2,571,464 Denominator: Weighted average non-redeemable Class B common stock 8,625,000 8,090,659 Basic and diluted net income per share, non-redeemable Class B common stock $ 0.22 $ 0.32 |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC Topic 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the initial public offering and that were charged to stockholders’ deficit upon the completion of the IPO. Accordingly, on March 5, 2021, offering costs totaling $19,634,742 have been charged to temporary equity (consisting of $6,900,000 of underwriting fee, $12,075,000 of deferred underwriting fee and $659,742 of other offering costs). Of the total transaction costs $864,511 was reclassed to expense as a non-operating expense in the statements of operations with the rest of the offering cost charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the public warrant liabilities and the Class A common stock. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
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”. US 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”. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815-15, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 17,433,333 common stock warrants issued in connection with its IPO 11,500,000 and private placement 5,933,333 as derivative warrant liabilities in accordance with ASC Topic 815-40, “Derivatives and Hedging”. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations. At the IPO, the Company utilized a Monte Carlo simulation model to determine the initial value of the public warrants and private placement warrants. At September 30, 2022 and December 31, 2021, the Company used the quoted stock price in the active market to value the public warrants and a Monte Carlo simulation model to value the private placement warrants with changes in fair value charged to the statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 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. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. 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. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in annual period, disclosure and transition. ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. Our effective tax rate was 14.11% and 0.00% for the three months ended September 30, 2022, and 2021, respectively, and 3.64% and 0.00% for the nine months ended September 30, 2022, and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended September 30, 2022, and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. 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 may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential 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. |
Recent Accounting Standards | Recent Accounting Standards The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of the net income (loss) per common stock | For the Three Months Ended 2022 2021 Redeemable Class A common stock Numerator: Net income allocable to Class A common stock subject to possible redemption $ 1,509,415 $ 3,231,012 Denominator: Weighted average redeemable Class A common stock, Basic and Diluted 34,500,000 34,500,000 Basic and diluted net income per share, redeemable Class A common stock $ 0.04 $ 0.09 Non-redeemable common stock Numerator: Net income allocable to non-redeemable Class B common stock $ 377,354 $ 807,753 Denominator: Weighted average non-redeemable Class B common stock 8,625,000 8,625,000 Basic and diluted net income per share, non-redeemable Class B common stock $ 0.04 $ 0.09 For the Nine Months Ended 2022 2021 Redeemable Class A common stock Numerator: Net income allocable to Class A common stock subject to possible redemption $ 7,442,405 $ 8,434,751 Denominator: Weighted average redeemable Class A common stock, Basic and Diluted 34,500,000 26,538,462 Basic and diluted net income per share, redeemable Class A common stock $ 0.22 $ 0.32 Non-redeemable common stock Numerator: Net income allocable to non-redeemable Class B common stock $ 1,860,601 $ 2,571,464 Denominator: Weighted average non-redeemable Class B common stock 8,625,000 8,090,659 Basic and diluted net income per share, non-redeemable Class B common stock $ 0.22 $ 0.32 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of measured at fair value on a recurring basis | September 30, Quoted Significant Significant Description Assets: Mutual Funds held in trust account $ 346,698,074 $ 346,698,074 $ — $ — Liabilities: Warrant liabilities 527,718 343,850 — 183,868 $ 347,225,792 $ 347,041,924 $ — $ 183,868 December 31, Quoted Significant Significant Description Assets: Mutual Funds held in trust account $ 345,018,988 $ 345,018,988 $ — $ — Liabilities: Warrant liabilities 9,089,893 5,863,850 — 3,226,043 $ 354,108,881 $ 350,882,838 $ — $ 3,226,043 |
Schedule of level 3 fair value measurements | At September 30, 2022 At December 31, Stock price $ 9.82 $ 9.73 Strike price $ 11.50 $ 11.50 Term (in years) 5.41 5.91 Volatility 6.9 % 9.5 % Risk-free rate 4.04 % 1.34 % Dividend yield 0 % 0 % |
Schedule of changes in the fair value of assets and liabilities | Warrant Liability Fair value at January 1, 2022 $ 3,226,043 Change in fair value (1,848,252 ) Fair value at March 31, 2022 1,377,791 Change in fair value (872,433 ) Fair value at June 30, 2022 $ 505,358 Change in fair value (321,490 ) Fair value at September 30, 2022 $ 183,868 Warrant Fair value at January 1, 2021 $ - Initial value at IPO date 23,290,337 Change in fair value 637,123 Fair value at March 31, 2021 23,927,460 Transfer of public warrants from level 3 to level 1 (15,595,052 ) Change in fair value (2,692,406 ) Fair Value at June 30, 2021 5,640,002 Change in fair value (1,964,432 ) Fair Value at September 30, 2021 $ 3,675,570 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 9 Months Ended | ||
Mar. 05, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Organization and Business Operations (Details) [Line Items] | |||
Share issued, price per share (in Dollars per share) | $ 10 | ||
Transaction costs | $ 19,634,742 | ||
Underwriting fees | 6,900,000 | ||
Deferred underwriting fees | 12,075,000 | ||
Other offering costs | 659,742 | ||
Non-operating expenses | $ 864,511 | ||
Gross proceeds from initial public offering | $ 345,000,000 | ||
Fair market value, percentage | 80% | ||
Pro rata per share (in Dollars per share) | $ 10 | ||
Net tangible assets least | $ 5,000,001 | ||
Redeem public shares, percentage | 100% | ||
Trust account price per share (in Dollars per share) | $ 10 | ||
Working capital needs | $ 132,012 | ||
Pay taxes | 320,500 | $ 0 | |
Remaining net proceeds | 25,000 | ||
Trust account | $ 132,012 | ||
IPO [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Sale of stock units | $ 34,500,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Generating gross proceeds | $ 345,000,000 | ||
Number of units of initial public offering (in Shares) | 34,500,000 | ||
Private Placement Warrants [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Number of units of initial public offering (in Shares) | 5,933,333 | ||
Share issued, price per share (in Dollars per share) | $ 1.5 | ||
Business Combination [Member] | |||
Organization and Business Operations (Details) [Line Items] | |||
Business acquisition voting interests, percentage | 50% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 05, 2021 | Aug. 16, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Significant Accounting Policies (Details) [Line Items] | |||||||
U.S. federal excise tax | 1% | 1% | |||||
Marketable securities (in Dollars) | $ 346,698,074 | $ 346,698,074 | $ 345,018,988 | ||||
Tax obligation (in Dollars) | $ 320,500 | $ 0 | |||||
Offering costs (in Dollars) | $ 19,634,742 | ||||||
Underwriting fee (in Dollars) | 6,900,000 | ||||||
Deferred underwriting fee (in Dollars) | 12,075,000 | ||||||
Other offering cost (in Dollars) | 659,742 | ||||||
Non operating expense (in Dollars) | $ 864,511 | ||||||
Common stock warrants issued (in Shares) | 17,433,333 | ||||||
Effective tax rate | 14.11% | 0% | 3.64% | 0% | |||
Statutory tax rate | 21% | 21% | 21% | 21% | |||
IPO [Member] | |||||||
Significant Accounting Policies (Details) [Line Items] | |||||||
Common stock warrants issued (in Shares) | 11,500,000 | ||||||
Private Placement [Member] | |||||||
Significant Accounting Policies (Details) [Line Items] | |||||||
Common stock warrants issued (in Shares) | 5,933,333 | ||||||
Class A Common Stock [Member] | |||||||
Significant Accounting Policies (Details) [Line Items] | |||||||
Subject to possible redemption common stock (in Shares) | 34,500,000 | 34,500,000 | 34,500,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of reconciliation of the net income (loss) per common stock - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A common stock [Member] | ||||
Numerator: | ||||
Net income allocable to Class A common stock subject to possible redemption | $ 1,509,415 | $ 3,231,012 | $ 7,442,405 | $ 8,434,751 |
Denominator: | ||||
Weighted average redeemable Class A common stock, Basic | 34,500,000 | 34,500,000 | 34,500,000 | 26,538,462 |
Basic net income per share | $ 0.04 | $ 0.09 | $ 0.22 | $ 0.32 |
Class B common stock [Member] | ||||
Denominator: | ||||
Weighted average redeemable Class A common stock, Basic | 8,625,000 | 8,625,000 | 8,625,000 | 8,090,659 |
Weighted average non-redeemable Class B common stock | 8,625,000 | 8,625,000 | 8,625,000 | 8,090,659 |
Basic net income per share | $ 0.04 | $ 0.09 | $ 0.22 | $ 0.32 |
Numerator: | ||||
Net income allocable to non-redeemable Class B common stock | $ 377,354 | $ 807,753 | $ 1,860,601 | $ 2,571,464 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of reconciliation of the net income (loss) per common stock (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A common stock [Member] | ||||
Significant Accounting Policies (Details) - Schedule of reconciliation of the net income (loss) per common stock (Parentheticals) [Line Items] | ||||
Weighted average redeemable Class A common stock, Diluted (in Shares) | 34,500,000 | 34,500,000 | 34,500,000 | 26,538,462 |
Diluted net income per share | $ 0.04 | $ 0.09 | $ 0.22 | $ 0.32 |
Class B common stock [Member] | ||||
Significant Accounting Policies (Details) - Schedule of reconciliation of the net income (loss) per common stock (Parentheticals) [Line Items] | ||||
Diluted net income per share | $ 0.04 | $ 0.09 | $ 0.22 | $ 0.32 |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Initial Public Offering (Details) [Line Items] | |
Sale of stock units (in Shares) | shares | 34,500,000 |
Price per share | $ 10 |
Class A Common Stock [Member] | |
Initial Public Offering (Details) [Line Items] | |
Common Stock, par value | 0.0001 |
Common stock per share | $ 11.5 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Private Placement Warrants (Details) [Line Items] | ||
Price per warrant | $ 9.82 | $ 9.73 |
Aggregate purchase price amount (in Dollars) | $ 8,900,000 | |
IPO [Member] | ||
Private Placement Warrants (Details) [Line Items] | ||
Aggregate purchase sponsor shares (in Shares) | 5,933,333 | |
Price per warrant | $ 10 | |
Private Placement Warrants [Member] | ||
Private Placement Warrants (Details) [Line Items] | ||
Price per warrant | 1.5 | |
Class A Common Stock [Member] | ||
Private Placement Warrants (Details) [Line Items] | ||
Price per warrant | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Sep. 14, 2022 | Dec. 01, 2021 | Mar. 02, 2021 | Feb. 11, 2021 | Dec. 22, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||||
Sponsor paid | $ 25,000 | |||||||||
Incremental value | $ 213,000 | |||||||||
Modified per share (in Dollars per share) | $ 2.13 | |||||||||
Loan amount | $ 300,000 | |||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | ||||||||
Warrants per share (in Dollars per share) | $ 1.5 | |||||||||
Principal amount | $ 1,500,000 | |||||||||
Exercisable share (in Shares) | 1 | |||||||||
Number warrants per share (in Dollars per share) | $ 1.5 | |||||||||
Notes outstanding balance | 950,000 | $ 950,000 | $ 550,000 | |||||||
Interest Costs Incurred | $ 30,000 | $ 30,000 | $ 90,000 | $ 69,677 | ||||||
Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Sponsor paid | $ 25,000 | |||||||||
Common stock, par value (in Dollars per share) | $ 0.003 | |||||||||
Founder shares granted description | On February 11, 2021, the Sponsor transferred 265,000 founder shares to fifteen (15) of the Company’s directors and advisors in recognition of and compensation for their future services to the Company. The assignment of the founders shares to the Company’s directors and advisors is within the scope of ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 265,000 founder shares granted to the Company’s directors and advisors was $1,648,300 or $6.22 per share. | |||||||||
IPO [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Consideration received (in Shares) | 34,500,000 | |||||||||
Administrative support services | $ 10,000 | |||||||||
Class B Common Stock [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Class B Common Stock [Member] | Founder Shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||
Consideration received (in Shares) | 7,187,500 | |||||||||
Stock dividend, per share (in Dollars per share) | $ 0.2 | |||||||||
Aggregate shares issued (in Shares) | 8,625,000 | |||||||||
Class A Common Stock [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Common stock, par value (in Dollars per share) | 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Description of stock split | Notwithstanding the foregoing, the founder shares will be released from the lockup if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the company’s initial business combination. | |||||||||
Class A Common Stock [Member] | IPO [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Underwriters agreement description | the Company paid a fixed underwriting discount of $0.20 per unit, or $6,900,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares outstanding | ||
Preferred stock, shares issued | ||
Class A Common Stock [Member] | ||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Shares subject to possible redemption | 34,500,000 | 34,500,000 |
Class B Common Stock [Member] | ||
Stockholders’ Equity (Deficit) (Details) [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
Common stock conversion, percentage | 20% |
Warrants (Details)
Warrants (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Warrants [Abstract] | |
Class A common stock per share | $ 11.5 |
Warrants expire term | 5 years |
Warrants description | Once the warrants become exercisable, the Company may call the warrants for redemption for cash: ● in whole and not in part; ● at a price of $0.01 per 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 common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders. |
Business combination description | 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 and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any founder shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which it 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 $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items] | ||
Mutual Funds held in trust account | $ 346,698,074 | $ 345,018,988 |
Warrant liabilities | 527,718 | 9,089,893 |
Total fair value | 347,225,792 | 354,108,881 |
Quoted Prices In Active Markets (Level 1) | ||
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items] | ||
Mutual Funds held in trust account | 346,698,074 | 345,018,988 |
Warrant liabilities | 343,850 | 5,863,850 |
Total fair value | 347,041,924 | 350,882,838 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items] | ||
Mutual Funds held in trust account | ||
Warrant liabilities | ||
Total fair value | ||
Significant Other Unobservable Inputs (Level 3) | ||
Fair Value Measurements (Details) - Schedule of measured at fair value on a recurring basis [Line Items] | ||
Mutual Funds held in trust account | ||
Warrant liabilities | 183,868 | 3,226,043 |
Total fair value | $ 183,868 | $ 3,226,043 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of level 3 fair value measurements - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule of Level 3 Fair Value Measurements [Abstract] | ||
Stock price (in Dollars per share) | $ 9.82 | $ 9.73 |
Strike price (in Dollars per Share) | 11.5 | 11.5 |
Term (in years) | 5 years 4 months 28 days | 5 years 10 months 28 days |
Volatility | 6.90% | 9.50% |
Risk-free rate | 4.04% | 1.34% |
Dividend yield | 0% | 0% |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in the fair value of assets and liabilities - Warrant Liability [Member] - USD ($) | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of assets and liabilities [Line Items] | ||||||
Fair value at beginning | $ 505,358 | $ 1,377,791 | $ 3,226,043 | $ 5,640,002 | $ 23,927,460 | |
Initial value at IPO date | 23,290,337 | |||||
Change in fair value | (321,490) | (872,433) | (1,848,252) | (1,964,432) | (2,692,406) | 637,123 |
Fair value at ending | $ 183,868 | $ 505,358 | $ 1,377,791 | $ 3,675,570 | 5,640,002 | $ 23,927,460 |
Transfer of public warrants from level 3 to level 1 | $ (15,595,052) |