Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40584 | |
Entity Registrant Name | ACROPOLIS INFRASTRUCTURE ACQUISITION CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2120451 | |
Entity Address, Address Line One | 9 West 57th Street, 42nd Floor | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 515-3200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001847891 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one public warrant | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one public warrant | |
Trading Symbol | ACRO.U | |
Security Exchange Name | NYSE | |
Class A Common Stock [Member] | ||
Document and Entity Information | ||
Title of 12(b) Security | Shares of Class A common stock | |
Trading Symbol | ACRO | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 34,500,000 | |
Class B Common Stock [Member] | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 8,625,000 | |
Warrants | ||
Document and Entity Information | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | ACRO WS | |
Security Exchange Name | NYSE |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash | $ 149,066 | $ 430,391 | |
Prepaid expenses | 648,775 | 1,238,043 | |
Total current assets | 797,841 | 1,668,434 | |
Investments held in Trust Account | 347,237,399 | 345,066,821 | |
Total assets | 348,035,240 | 346,735,255 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 755,224 | 489,007 | |
Accrued offering costs | 67,640 | 67,640 | |
Notes payable | 3,300,000 | 2,000,000 | |
Total current liabilities | 4,122,864 | 2,556,647 | |
Deferred underwriting compensation | 12,075,000 | 12,075,000 | |
Total liabilities | 16,197,864 | 14,631,647 | |
Commitments and contingencies | |||
Stockholders' (deficit) equity: | |||
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding | |||
Accumulated deficit | (15,168,506) | (12,897,255) | |
Total stockholders' deficit | (15,167,643) | (12,896,392) | |
Total liabilities, temporary equity and stockholders' deficit | 348,035,240 | 346,735,255 | |
Class A Common Stock Subject to Possible Redemption [Member] | |||
Temporary equity: | |||
Class A common stock subject to possible redemption, (34,500,000 shares at $10.06 per share redemption value as of September 30, 2022 and $10.00 per share redemption value as of December 31, 2021) | 347,005,019 | 345,000,000 | |
Class B Common Stock [Member] | |||
Stockholders' (deficit) equity: | |||
Common stock | [1] | $ 863 | $ 863 |
[1] In June 2021, the Sponsor forfeited 2,875,000 Founder Shares and, as a result, 8,625,000 shares of the Company’s Founder Shares were outstanding following such forfeiture. The share amounts as of December 31, 2021 have been retroactively restated to account for the forfeiture. |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Common stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 800,000,000 | 800,000,000 |
Class A Common Stock Subject to Possible Redemption [Member] | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 34,500,000 | 34,500,000 |
Class A common stock subject to possible redemption price per share | $ 10.06 | $ 10 |
Class A Common Stock Not Subject to Possible Redemption [Member] | ||
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class B Common Stock [Member] | ||
Common stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 199,000,000 | 199,000,000 |
Common stock, shares issued | 8,625,000 | 8,625,000 |
Common stock, shares outstanding | 8,625,000 | 8,625,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
REVENUE | $ 0 | $ 0 | $ 0 | $ 0 | |
EXPENSES | |||||
Administration fee - related party | 50,001 | 45,700 | 150,003 | 45,700 | |
General and administrative | 422,399 | 477,059 | 2,146,553 | 477,059 | |
TOTAL EXPENSES | 472,400 | 522,759 | 2,296,556 | 522,759 | |
OTHER INCOME (EXPENSES) | |||||
Investment income from Trust Account | 1,673,136 | 30,968 | 2,215,579 | 30,968 | |
Interest expense | (2,837) | (6,255) | |||
TOTAL OTHER INCOME (EXPENSES) - NET | 1,670,299 | 30,968 | 2,209,324 | 30,968 | |
Net income (loss) before income tax provision | 1,197,899 | (491,791) | (87,232) | (491,791) | |
Income tax provision | (179,000) | (179,000) | |||
Net income (loss) | $ 1,018,899 | $ (491,791) | $ (266,232) | $ (491,791) | |
Class A Common Stock [Member] | |||||
OTHER INCOME (EXPENSES) | |||||
Weighted average number of shares outstanding, basic | 34,500,000 | 28,597,826 | 34,500,000 | 9,637,363 | |
Weighted average number of shares outstanding, diluted | 34,500,000 | 28,597,826 | 34,500,000 | 9,637,363 | |
Basic net income (loss) per share | $ 0.02 | $ (0.01) | $ (0.01) | $ (0.03) | |
Diluted net income (loss) per share | $ 0.02 | $ (0.01) | $ (0.01) | $ (0.03) | |
Class B Common Stock [Member] | |||||
OTHER INCOME (EXPENSES) | |||||
Weighted average number of shares outstanding, basic | [1] | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 |
Weighted average number of shares outstanding, diluted | [1] | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 |
Basic net income (loss) per share | $ 0.02 | $ (0.01) | $ (0.01) | $ (0.03) | |
Diluted net income (loss) per share | $ 0.02 | $ (0.01) | $ (0.01) | $ (0.03) | |
[1] In June 2021, the Sponsor forfeited 2,875,000 Founder Shares and, as a result, 8,625,000 shares of the Company’s Founder Shares were outstanding following such forfeiture. The share amounts as of September 30, 2021 and December 31, 2020 have been retroactively restated to account for the forfeiture. |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||
Beginning balance at Jun. 30, 2021 | $ 863 | [1] | $ 24,602 | $ (465) | $ 25,000 | |
Beginning balance (in shares) at Jun. 30, 2021 | [1] | 8,625,000 | ||||
Increase (decrease) in Stockholders' equity (deficit) | ||||||
Accretion for Class A common stock to redemption amount | (24,602) | (11,566,486) | (11,591,088) | |||
Net income (Loss) | (491,791) | (491,791) | ||||
Ending balance at Sep. 30, 2021 | $ (863) | [1] | 0 | 12,058,742 | 12,057,879 | |
Ending balance (in shares) at Sep. 30, 2021 | [1] | 8,625,000 | ||||
Beginning balance at Dec. 31, 2021 | $ 863 | 0 | (12,897,255) | (12,896,392) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 8,625,000 | |||||
Increase (decrease) in Stockholders' equity (deficit) | ||||||
Net income (Loss) | 0 | (1,129,584) | (1,129,584) | |||
Ending balance at Mar. 31, 2022 | $ 863 | 0 | (14,026,839) | (14,025,976) | ||
Ending balance (in shares) at Mar. 31, 2022 | 8,625,000 | |||||
Beginning balance at Dec. 31, 2021 | $ 863 | 0 | (12,897,255) | (12,896,392) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 8,625,000 | |||||
Increase (decrease) in Stockholders' equity (deficit) | ||||||
Net income (Loss) | (266,232) | |||||
Ending balance at Sep. 30, 2022 | $ 863 | 0 | (15,168,506) | (15,167,643) | ||
Ending balance (in shares) at Sep. 30, 2022 | 8,625,000 | |||||
Beginning balance at Mar. 31, 2022 | $ 863 | 0 | (14,026,839) | (14,025,976) | ||
Beginning balance (in shares) at Mar. 31, 2022 | 8,625,000 | |||||
Increase (decrease) in Stockholders' equity (deficit) | ||||||
Net income (Loss) | 0 | (155,547) | (155,547) | |||
Ending balance at Jun. 30, 2022 | $ 863 | 0 | (14,182,386) | (14,181,523) | ||
Ending balance (in shares) at Jun. 30, 2022 | 8,625,000 | |||||
Increase (decrease) in Stockholders' equity (deficit) | ||||||
Accretion for Class A common stock to redemption amount | 0 | (2,005,019) | (2,005,019) | |||
Net income (Loss) | 0 | 1,018,899 | 1,018,899 | |||
Ending balance at Sep. 30, 2022 | $ 863 | $ 0 | $ (15,168,506) | $ (15,167,643) | ||
Ending balance (in shares) at Sep. 30, 2022 | 8,625,000 | |||||
[1] In June 2021, the Sponsor forfeited 2,875,000 Founder Shares and, as a result, 8,625,000 shares of the Company’s Founder Shares were outstanding following such forfeiture. The share amounts as of September 30, 2021 and December 31, 2020 have been retroactively restated to account for the forfeiture. |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - shares | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Feb. 22, 2021 |
Sponsor | Founder Shares | ||||
Number of shares forfeited | 2,875,000 | |||
Class B Common Stock | ||||
Common shares, shares outstanding (in shares) | 8,625,000 | 8,625,000 | ||
Class B Common Stock | Founder Shares | ||||
Common shares, shares outstanding (in shares) | 11,500,000 | |||
Class B Common Stock | Sponsor | Founder Shares | ||||
Number of shares forfeited | 2,875,000 | |||
Common shares, shares outstanding (in shares) | 8,625,000 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (266,232) | $ (491,791) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Income earned on investments held in Trust Account | (2,215,579) | (30,968) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 589,268 | (1,456,948) |
Accounts payable and accrued expenses | 266,217 | 291,961 |
Net Cash Used In Operating Activities | (1,626,326) | (1,687,746) |
Cash flows From Investing Activites | ||
Cash deposited into Trust Account | (345,000,000) | |
Cash withdrawn from Trust Account to pay taxes | 45,001 | |
Net Cash Provided by (Used in) Investing Activities | 45,001 | (345,000,000) |
Cash Flows From Financing Activities: | ||
Proceeds from sale of Units in Public Offering, net of underwriting fee | 338,100,000 | |
Proceeds from sale of private placement warrants | 8,752,500 | |
Proceeds from Notes payable | 1,300,000 | 2,000,000 |
Proceeds (repayment) of advance from Sponsor | (164,476) | |
Payment of offering costs | (1,136,472) | |
Proceeds from Sponsor receivable | 25,000 | |
Net Cash Provided By Financing Activities | 1,300,000 | 347,576,552 |
Net change in cash | (281,325) | 888,806 |
Cash at beginning of period | 430,391 | |
Cash at end of period | $ 149,066 | 888,806 |
Supplemental disclosure of non-cash financing activities: | ||
Deferred underwriters' commissions charged to additional paid in capital in connection with the Public Offering | 12,075,000 | |
Deferred offering costs paid by related party | 164,476 | |
Initial classification of shares of Class A common stock subject to possible redemption | $ 345,000,000 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 9 Months Ended |
Sep. 30, 2022 | |
Description of Organization, Business Operations and Going Concern | |
Description of Organization, Business Operations and Going Concern | Note 1. Organization and General Acropolis Infrastructure Acquisition Corp. (formerly known as AP Caps III, Corp) (the “Company”) was incorporated in the State of Delaware on August 27, 2020 under the name of AP Caps III, Corp. The Company was formed for the purpose of effecting a merger, consolidation, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). On February 22, 2021, the Company formally changed its name to Apollo Infrastructure Acquisition Corp. On February 23, 2021, the Company formally changed its name to Acropolis Infrastructure Acquisition Corp. The Company has chosen December 31 st At September 30, 2022, the Company had not commenced any operations. All activity for the period from August 27, 2020 through September 30, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the net proceeds derived from the Initial Public Offering. Sponsor and Initial Public Offering On July 13, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of the Company’s Class A common stock, $0.0001 par value per share, included in the Units, the “Public Shares”) generating gross proceeds of $300,000,000 which is described in Note 3. The Sponsor (as defined below) purchased an aggregate of 5,235,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per warrant, or approximately $7,852,500 in the aggregate, in a private placement simultaneously with the closing of the Initial Public Offering (the “Private Placement”). On August 3, 2021, the Company consummated the sale of 4,500,000 over-allotment Units pursuant to the underwriters’ exercise of their over-allotment option. Such over-allotment Units were sold at $10.00 per Unit, generating gross proceeds of $45,000,000. Substantially concurrently with the closing of the sale of the over-allotment Units, the Company consummated the private sale of an additional 600,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $900,000. Following the closing of the over-allotment option and sale of additional Private Placement Warrants (together, the “Over-Allotment Closing”), a total of $345,000,000, including approximately $12,075,000 of the underwriters’ deferred discount (the “Deferred Discount”), was placed in the trust account (the “Trust Account”). As a result of the underwriters’ election to fully exercise their over-allotment option, 1,125,000 Founder Shares (as defined in Note 5) are no longer subject to forfeiture. The Company’s sponsor is Acropolis Infrastructure Acquisition Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). The Company intends to finance its Initial Business Combination with proceeds from the Initial Public Offering, the Private Placement and the Over-Allotment Closing, debt or a combination of the foregoing. Trust Account The proceeds held in the Trust Account are invested only in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest only in direct U.S. government treasury obligations, as determined by the Company. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in net gain from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At September 30, 2022 and December 31, 2021, the proceeds of the Initial Public Offering were held in U.S. government securities, as specified above. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay its tax obligations (the “Permitted Withdrawals”), and up to 24-month Initial Business Combination The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the Deferred Discount and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to make Permitted Withdrawals. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under New York Stock Exchange (“NYSE”) rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination, subject to any greater or additional vote required by applicable law or any rule or regulation applicable to the Company or its securities. In the event that the redemption of the Company’s Public Shares would cause its net tangible assets to be less than $5,000,001, the Company would not proceed with the redemption of its Public Shares. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a stockholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to make Permitted Withdrawals. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “ Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of common stock, if any, having preference over the common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Going Concern Considerations, Liquidity and Capital Resources As of September 30, 2022, we do not have sufficient liquidity to meet our future obligations. As of September 30, 2022, we had a working capital deficit of approximately $3.3 million, current liabilities of approximately $4.1 million and had cash of approximately $149,000. For the three and nine months ended September 30, 2022, we had net income of approximately $1.0 million and a net loss of approximately $266,000, respectively. The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of these unaudited condensed financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete its Initial Business Combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete the Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an Initial Business Combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price, or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third-party financing. The Company has to complete an Initial Business Combination within the Completion Window. If the Company is unable to complete an Initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not complete an Initial Business Combination within the Completion Window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these unaudited condensed financial statements should be read in conjunction with the audited financial statements as of December 31, 2021 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on March 28, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022 and its results of operations and cash flows for the nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 Securities Exchange Act of 1934, as amended (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 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 financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022 and December 31, 2021, the Company had cash of $149,066 and $430,391, respectively. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. treasury bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in Investment income from Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “ Expenses of Offering Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity.” The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Class A common stock issuance costs (20,343,588) Fair value of Public Warrants (8,000,000) Plus: Accretion of carrying value to redemption value 28,343,588 Class A common stock subject to possible redemption – December 31, 2021 345,000,000 Accretion of carrying value to redemption value 2,005,019 Class A common stock subject to possible redemption – September 30, 2022 $ 347,005,019 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement ● Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. ● Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. ● Level 3 Inputs: Significant inputs into the valuation model are unobservable. As of September 30, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. treasury securities with an original maturity of 185 days or less or investments in money market funds that are recognized at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging.” Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” On August 16, 2022, the Inflation Reduction Act (the “IR Act”) was signed into law, which, among other things, will impose a 1% excise tax on certain public company stock buybacks beginning in 2023. The Company is assessing the potential impact of the IR Act and will continue to evaluate the IR Act’s impact as further information becomes available. The IR Act imposes a 1% excise tax on the fair market value of stock repurchases, possibly including redemptions, made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of any newly issued shares during the same taxable year. The Company does not expect a material impact on the Company’s financial statements at this time. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC 260, “ Earnings Per Share. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,300,000 shares of Class A common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or 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 net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per share of common stock: For the Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 815,119 $ 203,780 $ (377,837) $ (113,954) Denominator: Basic and diluted weighted average shares outstanding 34,500,000 8,625,000 28,597,826 8,625,000 Basic and diluted net income (loss) per share of common stock $ 0.02 $ 0.02 $ (0.01) $ (0.01) For the Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (212,986) $ (53,246) $ (259,527) $ (232,264) Denominator: Basic and diluted weighted average shares outstanding 34,500,000 8,625,000 9,637,363 8,625,000 Basic and diluted net loss per share of common stock $ (0.01) $ (0.01) $ (0.03) $ (0.03) Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3. Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a price of $10.00 per unit. Each Unit consists of one share of Class A common stock and one |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Private Placement Warrants | |
Private Placement Warrants | Note 4. Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,235,000 Private Placement Warrants ($7,852,500 in the aggregate) in a Private Placement. Concurrently with the closing of the sale of the over-allotment Units on August 3, 2021, the Company consummated the private sale of an additional 600,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of $900,000. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s 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 Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Completion Window, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable on a cashless basis. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 5. Founder Shares The Company was formed in August 2020. In August 2020, Acropolis Infrastructure Acquisition Sponsor, L.P. subscribed for 1,990 shares of the Company’s Class B common stock for $19.90. Acropolis Infrastructure Acquisition Sponsor, L.P. distributed the shares to Apollo Principal Holdings III, L.P. in December 2020. Apollo Principal Holdings III, L.P. then distributed the shares to Acquisition Sponsor, L.P. on March 16, 2021. On February 22, 2021, the Company completed a stock reclassification of its Class B common stock and, as a result, 11,500,000 shares of the Company’s shares of Class B common stock were outstanding (the “Founder Shares”). On March 31, 2021, 50,000 Founder Shares were purchased from the Sponsor by each of the three independent director nominees at a purchase price of approximately $0.002 per share. The independent director nominees paid $300 in aggregate for 150,000 shares. In June 2021, the Sponsor forfeited 2,875,000 Founder Shares and, as a result, 8,625,000 shares of the Company’s Founder Shares were outstanding following such forfeiture. The share amounts as of September 30, 2021 and December 31, 2021 have been retroactively restated to account for the forfeiture. The Founder Shares are identical to the shares of Class A common stock included in the Units sold in the Initial Public Offering except that the Founder Shares are shares of Class B common stock which automatically convert into shares of Class A common stock at the time of the Company’s Initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The number of Founder Shares issued in the share split was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 34,500,000 Units if the underwriters’ over-allotment option was exercised in full, and therefore that such Founder Shares would represent 20% of the issued and outstanding common stock after the Initial Public Offering. The holders of the Founder Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 - trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Promissory Notes On February 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $750,000 to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the “Note”). This Note bore interest at a rate of 0.12% per annum and was payable on the earlier of December 31, 2021 or the closing date of the Initial Public Offering. As of December 31, 2021, the Company had not borrowed on the Note. The Note expired upon consummation of the Initial Public Offering. On July 27, 2021, the Sponsor agreed to loan the Company an aggregate of up to $1,200,000 to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the “July Note”). The July Note bears interest at a rate of 0.12% per annum and is payable on the date of an Initial Business Combination or the liquidation of the Company. As of September 30, 2022 and December 31, 2021, the outstanding balance under the July Note was $1,200,000. On August 20, 2021, the Sponsor executed an unsecured promissory note (the “August Note”) to loan the Company an aggregate principal amount of $800,000. The August Note bears interest at a rate of 0.14% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. As of September 30, 2022 and December 31, 2021, the outstanding balance on the August Note was $800,000. On March 18, 2022, the Sponsor executed an unsecured promissory note (the “March Note”) to loan the Company an aggregate principal amount of $1,000,000. The March Note bears interest at a rate of 0.14% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. As of September 30, 2022, the outstanding balance on the March Note was $1,000,000. On September 16, 2022, the Sponsor executed an unsecured promissory note (the “September Note”) to loan the Company an aggregate principal amount of $300,000. The September Note bears interest at a rate of 2.31% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. As of September 30, 2022, the outstanding balance on the September Note was $300,000. Related Party Loans In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will 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 the funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of the 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 an Initial Business Combination or, at the lenders’ discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants. At September 30, 2022 and December 31, 2021, there was no balance outstanding under the Working Capital Loans. Advances from Related Party An affiliate of the Sponsor paid certain formation and operating costs on behalf of the Company. During the three and nine months ended September 30, 2021, the related party paid certain Initial Public Offering costs totaling $0 and $164,476, respectively, on behalf of the Company. These advances were repaid upon consummation of the Initial Public Offering. During the three and nine months ended September 30, 2022, the related party paid expenses totaling $135,568 and $414,484, respectively, on behalf of the Company. As of September 30, 2022 and December 31, 2021, there was $94,272 and $0 due to the related party, respectively, which is included in accounts payable and accrued expenses on the condensed balance sheets. Administrative Support Agreement Commencing on the date the Units were first listed on the NYSE, the Company has agreed to pay the Sponsor a total of $16,667 per month for office space, utilities and secretarial and administrative support for up to 27 months. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and nine months ended September 30, 2022, the Company recorded an expense of $50,001 and $150,003, respectively, pursuant to this agreement which is included in “Administration fee-related party” on the condensed statements of operations. During the three and nine months ended September 30, 2021, the Company recorded an expense of $45,700, pursuant to this agreement which is included in “Administration fee-related party” on the condensed statements of operations. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | Note 6. The Company follows the guidance in ASC 820, “ Fair Value Measurement The following table presents information about the Company’s assets that are measured at fair value 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. Description Level September 30, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 347,237,399 $ 345,066,821 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 7. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and the conflict in Ukraine and the surrounding region on the industry and has concluded that while it is reasonably possible that these risks and uncertainties 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 condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Public Warrants that may be issued upon conversion of Working Capital Loans, if any, (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and Public Warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial 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 lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 30-day option from the date of the prospectus for the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On August 3, 2021, the Company consummated the sale of 4,500,000 over-allotment Units pursuant to the underwriters’ exercise of their over-allotment option. The underwriters are entitled to a Deferred Discount of $0.35 per Unit, including the over-allotment Units. The Deferred Discount will become 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. The deferred fee becomes 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 for the Initial Public Offering. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | Note 8. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Class A Common Stock The authorized shares of common stock of the Company include 800,000,000 shares of Class A common stock with a par value of $0.0001 per share. If the Company enters into an Initial Business Combination, it may (depending on the terms of such Initial Business Combination) be required to increase the number of shares of Class A common stock which the Company is authorized to issue at the same time as the Company’s stockholders vote on the Initial Business Combination to the extent the Company seeks stockholder approval in connection with the Initial Business Combination. Holders of the Company’s shares of common stock are entitled to one vote for each share of common stock. As of September 30, 2022 and December 31, 2021, there were 34,500,000 shares of Class A common stock outstanding, all of which are subject to possible conversion that were classified as temporary equity in the accompanying condensed balance sheets. Class B Common Stock The authorized shares of common stock of the Company include 199,000,000 shares of Class B common stock with a par value of $0.0001 per share. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of completion 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 as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Initial Business Combination, the ratio at which shares of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination). As of September 30, 2022 and December 31, 2021, there were 8,625,000 Founder Shares issued and outstanding. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Public 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 of the Public Warrants in accordance with the provisions of the public warrant agreement. Notwithstanding the foregoing, if the Company’s shares of common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon the Company’s redemption or liquidation. As of September 30, 2022 and December 31, 2021, there were 17,300,000 warrants (5,800,000 Private Placement Warrants and 11,500,000 Public Warrants) outstanding. The Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the Company’s shares of 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 ending three business days prior to the date on which the Company sends the notice of redemption to the warrant holders. ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and a current prospectus relating to those shares of common stock is available throughout the 30 -day trading period referred to above. If the Company calls the Public Warrants for redemption as described above, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis period,” as described in the Public Warrant agreement. The exercise price and number of the shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of shares of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Completion Window and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable and will be exercisable at the election of the holder on a “cashless basis.” Neither the Private Placement Warrants nor Public Warrants contain any provisions that change dependent upon the characteristics of the holder of the warrant. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | Note 9. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required recognition or disclosure in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these unaudited condensed financial statements should be read in conjunction with the audited financial statements as of December 31, 2021 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on March 28, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022 and its results of operations and cash flows for the nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 Securities Exchange Act of 1934, as amended (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 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 financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022 and December 31, 2021, the Company had cash of $149,066 and $430,391, respectively. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the federal depository insurance coverage of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of cash and U.S. treasury bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these investments are included in Investment income from Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “ Expenses of Offering |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity.” The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit. At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Class A common stock issuance costs (20,343,588) Fair value of Public Warrants (8,000,000) Plus: Accretion of carrying value to redemption value 28,343,588 Class A common stock subject to possible redemption – December 31, 2021 345,000,000 Accretion of carrying value to redemption value 2,005,019 Class A common stock subject to possible redemption – September 30, 2022 $ 347,005,019 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement ● Level 1 Inputs: Unadjusted quoted prices for identical assets or instruments in active markets. ● Level 2 Inputs: Quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable. ● Level 3 Inputs: Significant inputs into the valuation model are unobservable. As of September 30, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in the Trust Account are comprised of investments in U.S. treasury securities with an original maturity of 185 days or less or investments in money market funds that are recognized at fair value. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “ Derivatives and Hedging.” |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” On August 16, 2022, the Inflation Reduction Act (the “IR Act”) was signed into law, which, among other things, will impose a 1% excise tax on certain public company stock buybacks beginning in 2023. The Company is assessing the potential impact of the IR Act and will continue to evaluate the IR Act’s impact as further information becomes available. The IR Act imposes a 1% excise tax on the fair market value of stock repurchases, possibly including redemptions, made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of any newly issued shares during the same taxable year. The Company does not expect a material impact on the Company’s financial statements at this time. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of ASC 260, “ Earnings Per Share. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 17,300,000 shares of Class A common stock in the aggregate. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or 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 net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the periods presented. The following table reflects the calculation of basic and diluted net loss per share of common stock: For the Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 815,119 $ 203,780 $ (377,837) $ (113,954) Denominator: Basic and diluted weighted average shares outstanding 34,500,000 8,625,000 28,597,826 8,625,000 Basic and diluted net income (loss) per share of common stock $ 0.02 $ 0.02 $ (0.01) $ (0.01) For the Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (212,986) $ (53,246) $ (259,527) $ (232,264) Denominator: Basic and diluted weighted average shares outstanding 34,500,000 8,625,000 9,637,363 8,625,000 Basic and diluted net loss per share of common stock $ (0.01) $ (0.01) $ (0.03) $ (0.03) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of class A common stock reflected in the condensed balance sheets | At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 345,000,000 Less: Class A common stock issuance costs (20,343,588) Fair value of Public Warrants (8,000,000) Plus: Accretion of carrying value to redemption value 28,343,588 Class A common stock subject to possible redemption – December 31, 2021 345,000,000 Accretion of carrying value to redemption value 2,005,019 Class A common stock subject to possible redemption – September 30, 2022 $ 347,005,019 |
Schedule of basic and diluted net loss per share of common stock | For the Three Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net income (loss) per share of common stock Numerator: Allocation of net income (loss), as adjusted $ 815,119 $ 203,780 $ (377,837) $ (113,954) Denominator: Basic and diluted weighted average shares outstanding 34,500,000 8,625,000 28,597,826 8,625,000 Basic and diluted net income (loss) per share of common stock $ 0.02 $ 0.02 $ (0.01) $ (0.01) For the Nine Months Ended September 30, 2022 2021 Class A Class B Class A Class B Basic and diluted net loss per share of common stock Numerator: Allocation of net loss, as adjusted $ (212,986) $ (53,246) $ (259,527) $ (232,264) Denominator: Basic and diluted weighted average shares outstanding 34,500,000 8,625,000 9,637,363 8,625,000 Basic and diluted net loss per share of common stock $ (0.01) $ (0.01) $ (0.03) $ (0.03) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | Description Level September 30, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 347,237,399 $ 345,066,821 |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern (Details) | 3 Months Ended | 9 Months Ended | |||||||
Aug. 03, 2021 USD ($) $ / shares shares | Jul. 13, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares | |
Description of Organization, Business Operations and Going Concern | |||||||||
Proceeds from issuance initial public offering | $ 338,100,000 | ||||||||
Proceeds from Issuance of Warrants | 8,752,500 | ||||||||
Threshold business days for redemption of Public Shares | 10 days | ||||||||
Maximum amount of interest income from Trust Account which may be used to pay dissolution expenses | $ 100,000 | ||||||||
Redemption of shares calculated based on business period prior to consummation of business combination | 24 months | ||||||||
Redemption Limit Percentage Without Prior Consent | 100 | ||||||||
Redemption period upon closure | 27 months | ||||||||
Condition for future business combination use of proceeds percentage | 80 | ||||||||
Minimum net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||||
Working capital deficit | 3,300,000 | ||||||||
Current liabilities | 4,122,864 | 4,122,864 | $ 2,556,647 | ||||||
Cash | 149,066 | 149,066 | $ 430,391 | ||||||
Net income (Loss) | $ 1,018,899 | $ (155,547) | $ (1,129,584) | $ (491,791) | $ (266,232) | $ (491,791) | |||
Class A Common Stock | |||||||||
Description of Organization, Business Operations and Going Concern | |||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Number of warrants issued | shares | 17,300,000 | 17,300,000 | |||||||
Sponsor | Private Placement Warrants | |||||||||
Description of Organization, Business Operations and Going Concern | |||||||||
Number of warrants issued | shares | 5,235,000 | ||||||||
Founder Shares | |||||||||
Description of Organization, Business Operations and Going Concern | |||||||||
Shares previously subject to forfeiture | shares | 1,125,000 | ||||||||
Initial Public Offering | |||||||||
Description of Organization, Business Operations and Going Concern | |||||||||
Number of units sold | shares | 30,000,000 | ||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Proceeds from issuance initial public offering | $ 300,000,000 | ||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||
Private Placement | Sponsor | |||||||||
Description of Organization, Business Operations and Going Concern | |||||||||
Proceeds from Issuance of Warrants | $ 7,852,500 | ||||||||
Private Placement | Sponsor | Private Placement Warrants | |||||||||
Description of Organization, Business Operations and Going Concern | |||||||||
Proceeds from issuance initial public offering | $ 900,000 | ||||||||
Number of warrants issued | shares | 600,000 | 5,235,000 | |||||||
Price of warrant | $ / shares | $ 1.50 | $ 1.50 | |||||||
Proceeds from Issuance of Warrants | $ 7,852,500 | ||||||||
Over-allotment option | |||||||||
Description of Organization, Business Operations and Going Concern | |||||||||
Number of units sold | shares | 4,500,000 | ||||||||
Proceeds from issuance initial public offering | $ 45,000,000 | ||||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||||
Investment of proceeds in Trust Account | $ 345,000,000 | ||||||||
Underwriters' deferred discount | $ 12,075,000 | ||||||||
Over-allotment option | Sponsor | Private Placement Warrants | |||||||||
Description of Organization, Business Operations and Going Concern | |||||||||
Price of warrant | $ / shares | $ 1.50 | ||||||||
Proceeds from Issuance of Warrants | $ 900,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Summary of Significant Accounting Policies | ||
Cash | $ 149,066 | $ 430,391 |
Cash equivalents | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Offering Costs associated with the Initial Public Offering (Details) - Initial Public Offering | Aug. 03, 2021 USD ($) |
Summary of Significant Accounting Policies | |
Offering costs | $ 1,368,588 |
Underwriting discounts and commissions | $ 18,975,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Class A Common Stock Subject to Possible Redemption (Details) - Class A common stock subject to possible redemption - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Summary of significant accounting policies | ||
Gross proceeds | $ 345,000,000 | $ 345,000,000 |
Class A common stock issuance costs | (20,343,588) | (20,343,588) |
Fair value of Public Warrants | (8,000,000) | (8,000,000) |
Accretion of carrying value to redemption value | 2,005,019 | 28,343,588 |
Class A common stock subject to possible redemption | $ 347,005,019 | $ 345,000,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Income Taxes and Net Loss Per Share of Common Stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Income Taxes | ||||||
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | |||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | $ 0 | $ 0 | |||
Class A Common Stock | ||||||
Net Loss Per Share of Common Stock | ||||||
Warrants exercisable to purchase shares of Class A common stock | 17,300,000 | 17,300,000 | ||||
Numerator: | ||||||
Allocation of net income (loss), as adjusted - Basic | $ 815,119 | $ (377,837) | $ (212,986) | $ (259,527) | ||
Allocation of net income (loss), as adjusted - Diluted | $ 815,119 | $ (377,837) | $ (212,986) | $ (259,527) | ||
Denominator: | ||||||
Weighted average shares outstanding, basic | 34,500,000 | 28,597,826 | 34,500,000 | 9,637,363 | ||
Weighted average shares outstanding, diluted | 34,500,000 | 28,597,826 | 34,500,000 | 9,637,363 | ||
Basic net income (loss) per share | $ 0.02 | $ (0.01) | $ (0.01) | $ (0.03) | ||
Diluted net income (loss) per share | $ 0.02 | $ (0.01) | $ (0.01) | $ (0.03) | ||
Class B Common Stock | ||||||
Numerator: | ||||||
Allocation of net income (loss), as adjusted - Basic | $ 203,780 | $ (113,954) | $ (53,246) | $ (232,264) | ||
Allocation of net income (loss), as adjusted - Diluted | $ 203,780 | $ (113,954) | $ (53,246) | $ (232,264) | ||
Denominator: | ||||||
Weighted average shares outstanding, basic | [1] | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | |
Weighted average shares outstanding, diluted | [1] | 8,625,000 | 8,625,000 | 8,625,000 | 8,625,000 | |
Basic net income (loss) per share | $ 0.02 | $ (0.01) | $ (0.01) | $ (0.03) | ||
Diluted net income (loss) per share | $ 0.02 | $ (0.01) | $ (0.01) | $ (0.03) | ||
[1] In June 2021, the Sponsor forfeited 2,875,000 Founder Shares and, as a result, 8,625,000 shares of the Company’s Founder Shares were outstanding following such forfeiture. The share amounts as of September 30, 2021 and December 31, 2020 have been retroactively restated to account for the forfeiture. |
Initial Public Offering (Detail
Initial Public Offering (Details) - Initial Public Offering | Jul. 13, 2021 $ / shares shares |
Initial Public Offering | |
Number of units sold | 30,000,000 |
Purchase price, per unit | $ / shares | $ 10 |
Public Warrants | |
Initial Public Offering | |
Number of warrants in a unit | 0.3333 |
Class A Common Stock | |
Initial Public Offering | |
Number of shares in a unit | 1 |
Class A Common Stock | Public Warrants | |
Initial Public Offering | |
Number of shares issuable per warrant | 1 |
Exercise price of warrants | $ / shares | $ 11.50 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) | 9 Months Ended | |||
Aug. 03, 2021 | Jul. 13, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Private Placement Warrants | ||||
Proceeds from issuance of warrants | $ 8,752,500 | |||
Private Placement Warrants | ||||
Private Placement Warrants | ||||
Warrant exercise period condition one | 30 days | |||
Public Warrants | ||||
Private Placement Warrants | ||||
Warrant exercise period condition one | 30 days | |||
Sponsor | Private Placement Warrants | ||||
Private Placement Warrants | ||||
Number of warrants issued | 5,235,000 | |||
Class A Common Stock | ||||
Private Placement Warrants | ||||
Number of warrants issued | 17,300,000 | |||
Class A Common Stock | Private Placement Warrants | ||||
Private Placement Warrants | ||||
Number of shares per warrant | 1 | |||
Exercise price of warrants | $ 11.50 | |||
Private Placement | Sponsor | ||||
Private Placement Warrants | ||||
Proceeds from issuance of warrants | $ 7,852,500 | |||
Private Placement | Sponsor | Private Placement Warrants | ||||
Private Placement Warrants | ||||
Number of warrants issued | 600,000 | 5,235,000 | ||
Price of warrants | $ 1.50 | $ 1.50 | ||
Proceeds from issuance of warrants | $ 7,852,500 | |||
Over-allotment option | Sponsor | Private Placement Warrants | ||||
Private Placement Warrants | ||||
Price of warrants | $ 1.50 | |||
Proceeds from issuance of warrants | $ 900,000 | |||
Additional units sold of shares | 600,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Mar. 31, 2021 | Aug. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Feb. 22, 2021 | |
Class B Common Stock | ||||||
Related Party Transactions | ||||||
Common stock, shares outstanding | 8,625,000 | 8,625,000 | ||||
Founder Shares | Class B Common Stock | ||||||
Related Party Transactions | ||||||
Number of shares issued | 1,990 | |||||
Share issue price | $ 19.90 | |||||
Common stock, shares outstanding | 11,500,000 | |||||
Founder Shares | Sponsor | ||||||
Related Party Transactions | ||||||
Number of shares forfeited | 2,875,000 | |||||
Aggregate number of shares owned | 34,500,000 | |||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 150 days | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | |||||
Founder Shares | Sponsor | Class B Common Stock | ||||||
Related Party Transactions | ||||||
Common stock, shares outstanding | 8,625,000 | |||||
Number of shares forfeited | 2,875,000 | |||||
Founder Shares | Sponsor | Class A Common Stock | ||||||
Related Party Transactions | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||
Founder Shares | Independent Director | Class B Common Stock | ||||||
Related Party Transactions | ||||||
Share issue price | $ 0.002 | |||||
Number of Founder Shares purchased by each independent director | 50,000 | |||||
Aggregate purchase price | $ 300 | |||||
Aggregate number of Founder Shares purchased by independent directors | 150,000 |
Related Party Transactions - Pr
Related Party Transactions - Promissory Note (Details) - Sponsor - USD ($) | Sep. 16, 2022 | Aug. 20, 2021 | Sep. 30, 2022 | Mar. 18, 2022 | Dec. 31, 2021 | Jul. 27, 2021 | Feb. 24, 2021 |
Note | |||||||
Related Party Transactions | |||||||
Maximum borrowing capacity of related party promissory note | $ 750,000 | ||||||
Interest rate | 0.12% | ||||||
July Note | |||||||
Related Party Transactions | |||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | ||||||
Interest rate | 0.12% | ||||||
Outstanding balance of related party note | $ 1,200,000 | $ 1,200,000 | |||||
August Note | |||||||
Related Party Transactions | |||||||
Proceeds from related party debt | $ 800,000 | ||||||
Interest rate | 0.14% | ||||||
Outstanding balance of related party note | 800,000 | $ 800,000 | |||||
March Note | |||||||
Related Party Transactions | |||||||
Maximum borrowing capacity of related party promissory note | $ 1,000,000 | ||||||
Interest rate | 0.14% | ||||||
Outstanding balance of related party note | 1,000,000 | ||||||
September Note | |||||||
Related Party Transactions | |||||||
Proceeds from related party debt | $ 300,000 | ||||||
Interest rate | 2.31% | ||||||
Outstanding balance of related party note | $ 300,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transactions | |||||
Administration fee - related party | $ 50,001 | $ 45,700 | $ 150,003 | $ 45,700 | |
Related Party Loans, Working Capital | |||||
Related Party Transactions | |||||
Loan conversion agreement warrant | 2,000,000 | 2,000,000 | |||
Related Party Loans, Working Capital | Sponsor | |||||
Related Party Transactions | |||||
Outstanding balance of related party loan | 0 | 0 | $ 0 | ||
Advances from Related Party | |||||
Related Party Transactions | |||||
Payment to related party expenses | 135,568 | 414,484 | |||
Advances from Related Party | Affiliate of the Sponsor | |||||
Related Party Transactions | |||||
Formation and operating costs paid by a related party on behalf of the Company | 0 | 164,476 | |||
Due to related parties | 94,272 | 94,272 | $ 0 | ||
Administrative Support Agreement | Sponsor | |||||
Related Party Transactions | |||||
Expenses per month | $ 16,667 | ||||
Term of agreement | 27 months | ||||
Administration fee - related party | $ 50,001 | $ 45,700 | $ 150,003 | $ 45,700 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Marketable securities held in Trust Account | $ 347,237,399 | $ 345,066,821 |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in Trust Account | $ 347,237,399 | $ 345,066,821 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Over-allotment option | Aug. 03, 2021 $ / shares shares |
Commitments and Contingencies | |
Maximum number of units which may be purchased by the underwriters during the option period | 4,500,000 |
Deferred fee per unit | $ / shares | $ 0.35 |
Number of units sold | 4,500,000 |
Underwriting option period | 30 days |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | 9 Months Ended | |
Sep. 30, 2022 Vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class A Common Stock | ||
Stockholders' Equity | ||
Common shares, shares authorized (in shares) | 800,000,000 | 800,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, votes per share | Vote | 1 | |
Class A common stock subject to possible redemption | ||
Stockholders' Equity | ||
Class A common stock subject to possible redemption, outstanding (in shares) | 34,500,000 | 34,500,000 |
Class B Common Stock | ||
Stockholders' Equity | ||
Common shares, shares authorized (in shares) | 199,000,000 | 199,000,000 |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 8,625,000 | 8,625,000 |
Common shares, shares outstanding (in shares) | 8,625,000 | 8,625,000 |
Ratio to be applied to the stock in the conversion | 20 | |
Stock split conversion ratio | 1 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | 9 Months Ended | |
Sep. 30, 2022 D $ / shares shares | Dec. 31, 2021 shares | |
Stockholders' Equity | ||
Warrants outstanding | 17,300,000 | 17,300,000 |
Private Placement Warrants | ||
Stockholders' Equity | ||
Warrant exercise period condition one | 30 days | |
Warrants outstanding | 5,800,000 | 5,800,000 |
Public Warrants | ||
Stockholders' Equity | ||
Warrant exercise period condition one | 30 days | |
Warrant exercise period condition two | 12 months | |
Public Warrants expiration term | 5 years | |
Maximum period after business combination in which to file registration statement | 15 days | |
Warrants outstanding | 11,500,000 | 11,500,000 |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Stockholders' Equity | ||
Number of trading days on which fair market value of shares is reported | D | 30 | |
Warrant redemption condition minimum share price | $ / shares | $ 18 | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | D | 30 |