Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 21, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity File Number | 001-41090 | ||
Entity Registrant Name | Southland Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1783910 | ||
Entity Address, Address Line One | 1100 Kubota Drive | ||
Entity Address, City or Town | Grapevine | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 76051 | ||
City Area Code | 817 | ||
Local Phone Number | 293 – 4263 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 44,407,831 | ||
Entity Public Float | $ 293,413,760 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001883814 | ||
Amendment Flag | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York, New York | ||
ICFR Auditor Attestation Flag | false | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | SLND | ||
Security Exchange Name | NYSEAMER | ||
Redeemable Warrants [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | ||
Trading Symbol | SLNDW | ||
Security Exchange Name | NYSEAMER |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Cash | $ 231,519 | $ 1,100,031 |
Prepaid expenses | 200,117 | 416,012 |
Total current assets | 431,636 | 1,516,043 |
Cash held in Trust Account | 283,319,605 | 280,164,163 |
Total assets | 283,751,241 | 281,680,206 |
Accounts payable and accrued expenses | 2,945 | 5,719 |
Franchise tax payable | 137,884 | 77,582 |
Income tax payable | 82,206 | |
Total current liabilities | 223,035 | 83,301 |
Deferred underwriting commissions | 9,660,000 | 9,660,000 |
Total liabilities | 9,883,035 | 9,743,301 |
Commitments and contingencies | ||
Common stock subject to possible redemption, $0.0001 par value; 50,000,000 shares authorized, 27,600,000 shares issued and outstanding at redemption value at $10.27 and $10.15 per share, respectively | 283,195,442 | 280,140,000 |
Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock subject to possible redemption, $0.0001 par value; 50,000,000 shares authorized, 27,600,000 shares issued and outstanding at redemption value at $10.27 and $10.15 per share, respectively | 831 | 831 |
Accumulated deficit | (9,328,067) | (8,203,926) |
Total stockholders' deficit | (9,327,236) | (8,203,095) |
Total liabilities, common stock subject to possible redemption and stockholders' deficit | $ 283,751,241 | $ 281,680,206 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock subject to possible redemption, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares authorized | 50,000,000 | 50,000,000 |
Common stock subject to possible redemption, shares issued | 35,911,000 | 35,911,000 |
Common stock subject to possible redemption, shares outstanding | 35,911,000 | 35,911,000 |
Common stock subject to possible redemption, redemption value (in dollars per share) | $ 10.27 | $ 10.15 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 8,311,000 | 8,311,000 |
Common stock, shares outstanding | 8,311,000 | 8,311,000 |
Public Shares [Member] | ||
Common stock subject to possible redemption, shares issued | 27,600,000 | 27,600,000 |
Common stock subject to possible redemption, shares outstanding | 27,600,000 | 27,600,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Consolidated Statements of Operations | ||
General and administrative costs | $ 162,602 | $ 1,281,634 |
Loss from operations | (162,602) | (1,281,634) |
Other income: | ||
Investment income on Trust Account | 24,163 | 4,013,841 |
Gain (loss) before income tax provision | (138,439) | 2,732,207 |
Provision for income taxes | (800,905) | |
Net loss | $ (138,439) | $ 1,931,302 |
Weighted average shares outstanding of common stock, basic-Public Shares | 6,260,292 | 28,771,000 |
Weighted average shares outstanding of common stock, diluted-Public Shares | 6,260,292 | 28,771,000 |
Basic net income (loss) per share, Public Shares | $ (0.01) | $ 0.05 |
Diluted net income (loss) per share, Public Shares | $ (0.01) | $ 0.05 |
Weighted average shares outstanding of common stock, basic-Founders Shares | 6,413,684 | 7,140,000 |
Weighted average shares outstanding of common stock, diluted-Founders Shares | 6,413,684 | 7,140,000 |
Basic net income (loss) per share, Founder Shares | $ (0.01) | $ 0.05 |
Diluted net income (loss) per share, Founder Shares | $ (0.01) | $ 0.05 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning Balance at Jul. 13, 2021 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (Shares) at Jul. 13, 2021 | 0 | |||
Common shares issued to initial stockholders | $ 690 | 24,310 | 25,000 | |
Common shares issued to initial stockholders, Shares | 6,900,000 | |||
Issuance of Representative Shares | $ 24 | 846 | 870 | |
Issuance of Representative Shares, Shares | 240,000 | |||
Sale of private placement units | $ 117 | 11,709,883 | 11,710,000 | |
Sale of private placement units, Shares | 1,171,000 | |||
Initial classification of warrants included in the units sold in the Initial Public Offering | 12,834,000 | 12,834,000 | ||
Common stock Accretion to redemption value | $ (24,569,039) | (8,065,487) | (32,634,526) | |
Net income (loss) | (138,439) | (138,439) | ||
Ending Balance at Dec. 31, 2021 | $ 831 | (8,203,926) | (8,203,095) | |
Ending Balance (Shares) at Dec. 31, 2021 | 8,311,000 | |||
Accretion - increase in redemption value of common stock subject to redemption | (3,055,443) | (3,055,443) | ||
Net income (loss) | 1,931,302 | 1,931,302 | ||
Ending Balance at Dec. 31, 2022 | $ 831 | $ (9,328,067) | $ (9,327,236) | |
Ending Balance (Shares) at Dec. 31, 2022 | 8,311,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (138,439) | $ 1,931,302 | |
Adjustments to reconcile net income to net cash used in operating activities | |||
Investment income on Trust Account | (24,163) | (4,013,841) | |
Prepaid expenses | (416,012) | 215,895 | |
Accounts payable | 5,719 | (2,774) | |
Franchise tax payable | 77,582 | 60,302 | |
Income tax payable | 82,206 | ||
Net cash used in operating activities | (495,313) | (1,726,910) | |
Cash flows from investing activities: | |||
Cash deposited in Trust Account | (280,140,000) | ||
Cash withdrawn from Trust Account | 858,398 | ||
Net cash provided by (used in) investing activities | (280,140,000) | 858,398 | |
Cash flows from financing activities: | |||
Note payable - related party | 96,500 | ||
Repayment of note payable - related party | (96,500) | ||
Issuance of common stock to initial stockholders | 25,000 | ||
Issuance of representative shares | 870 | ||
Payment of offering costs associated with in initial public offerings | (6,000,526) | ||
Sale of units in initial public offering | 276,000,000 | $ 276,000,000 | |
Proceeds from private placement units | 11,710,000 | ||
Net cash provided by financing activities | 281,735,344 | ||
Net change in cash | 1,100,031 | (868,512) | |
Beginning of period | 1,100,031 | ||
End of period | 1,100,031 | 231,519 | $ 1,100,031 |
Supplemental cash flow information | |||
Deferred underwriting commissions | $ 9,660,000 | ||
Cash paid for income taxes | $ 718,700 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Description of Business | |
Description of Business | 1. Description of Business Legato Merger Corp. II (the “Company”) was incorporated in Delaware on July 14, 2021 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, although it has focused its search on target businesses in the infrastructure, engineering and construction, industrial and renewables industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On May 25, 2022, the Company, Legato Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Southland Holdings LLC, a Texas limited liability company (“Southland”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, upon the closing (“Closing”) of the transactions contemplated by the Merger Agreement (the “Transactions”), Merger Sub will merge with and into Southland (the “Merger”), with Southland being the surviving entity of the Merger (“Surviving Company”) and becoming a wholly owned subsidiary of the Company. In connection therewith, the members of Southland (“Southland Members”) will receive shares of common stock, par value $0.0001 per share, of the Company, cash and the right to receive certain contingent consideration in exchange for all the outstanding limited liability company membership interests of Southland (“Southland Membership Interests”). See Note 10 – Merger Agreement. At December 31, 2022, the Company had not yet commenced any operations. All activity through September 30, 2022 relates to the Company’s formation, the public offering described below, the search for a target business with which to consummate a Business Combination and entering into the Merger Agreement with Southland. The registration statement for the Company’s Initial Public Offering was declared effective on November 22, 2021. On November 24, 2021, the Company consummated the offering of 24,000,000 units at $10.00 per Unit, generating gross proceeds of $240,000,000 which is described in Note 3 (“Initial Public Offering”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,045,500 units, at a price of $10.00 per unit in a private placement (“Private Placement”) to certain holders of the Company’s founder shares (“Initial Stockholders”) and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering (“EBC”), generating gross proceeds of $10,450,000 (“Private Units”), which is described in Note 4. Transaction costs amounted to $13,680,526, consisting of $4,800,000 in underwriting fees, $8,400,000 of deferred underwriting fees and $480,526 of other offering costs. On November 29, 2021, the underwriters exercised their over-allotment option in full to purchase an additional 3,600,000 Units. As a result, on December 1, 2021, the Company sold an additional 3,600,000 Units at $10.00 per Unit for an aggregate amount of $36,000,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 126,000 Private Units at $10.00 per unit, generating total proceeds of $1,260,000. Transaction costs associated with the underwriters’ full exercise of their over-allotment option amounted to $15,660,526, consisting of $5,520,000 in cash underwriting fees and $9,660,000 of deferred underwriting fees. Following the closing of the Initial Public Offering, the over-allotment and the Private Placement, $280,140,000 ( $10.15 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (the “Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the consummation of a Business Combination; (ii) the redemption of any shares sold in the Initial Public Offering (“Public Shares”) in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if it does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”); or (iii) the distribution of the Trust Account, as described below, except that interest earned on the Trust Account can be released to pay the Company’s tax obligations, if the Company is unable to complete an initial Business Combination within the Combination Period or upon any earlier liquidation of the Company. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less taxes payable) at the time of the signing a definitive agreement in connection with a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.15 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The 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 such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s officers, directors and initial stockholders (the “Insiders”) have agreed to vote their Founder Shares (as defined in Note 5), the shares of common stock included in the Private Units (the “Private Shares”) and any Public Shares held by them in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. The Company will also provide its stockholders with the opportunity to redeem all or a portion of their Public Shares in connection with any stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of Public Shares if it does not complete an initial Business Combination within the Combination Period. 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 $10.15 per share, plus any pro rata interest earned on the funds held in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Company’s warrants in connection with such a stockholder vote to approve such an amendment to the Company’s Amended and Restated Certificate of Incorporation. The Company will have until the expiration of the Combination Period to consummate its initial Business Combination. If the Company is unable to consummate a Business Combination within the Combination Period and stockholders do not otherwise extend the Combination Period by approving an amendment to the Company’s Amended and Restated Certificate of Incorporation, the Company will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the Trust Account not previously released to the Company to pay its tax obligations and up to $100,000 of interest to pay dissolution expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and; (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Insiders have agreed to waive their redemption rights with respect to any Founder Shares and Private Shares, as applicable, (i) in connection with the consummation of a Business Combination, (ii) in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to allow redemption as provided in its charter, and (iii) if the Company fails to consummate a Business Combination within the Combination Period. The Insiders have also agreed to waive their redemption rights with respect to any Public Shares held by them in connection with the consummation of a Business Combination and in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation as described above. However, the Insiders will be entitled to redemption rights with respect to Public Shares if the Company fails to consummate a Business Combination or liquidates within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Initial Public Offering. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. Crescendo Advisors, LLC, an entity affiliated with Mr. Rosenfeld, the Company’s Chief SPAC Officer, has agreed that it will be liable to ensure that the proceeds in the trust account are not reduced below $10.15 per share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to it. However, the Company has not independently verified whether Crescendo Advisors LLC has sufficient funds to satisfy its indemnity obligations, the Company has not asked it to reserve for such obligations, and the Company does not believe it has any significant liquid assets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company 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”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The company considers all short-term investments with an original maturity of three months or less when purchased to be a cash equivalent. The Company had no cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. 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 securities are included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (the 27,600,000 public shares, including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock sold in the Initial Public Offering features certain redemption rights that are considered to be outside of its control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated condensed balance sheets. The Company recognizes changes in redemption value 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. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognizes changes in the redemption value as a accretion as reflected on the accompanying unaudited consolidated condensed statements of changes in stockholders’ deficit. Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Upon the completion of the Initial Public Offering, costs associated with the common stock issued were charged against their carrying value. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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 December 31, 2022 and 2021, respectively. 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, state and city 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, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax assets were deemed de minimis as of December 31, 2022, and 2021, respectively. Net Income per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period (the public and private shares, inclusive of the full exercise of the overallotment option). The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 14,385,000 shares in the calculation of diluted earnings per share, since their contingency had not been met yet. Accretion associated with the common shares are excluded from earnings per share as the redemption value approximates fair value. As a result, diluted earnings per common share is the same as basic earnings per common share for the periods. The following table reflects the calculation of basic and diluted net income per common share (in dollars): FOR THE YEAR ENDED DECEMBER 31, 2022 FOR THE PERIOD FROM JULY 14, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021 Public Shares (basic and diluted) Founders Shares (basic and diluted) Public Shares (basic and diluted) Founders Shares (basic and diluted) Basic and diluted net income per common share Numerator: Allocation of net income as adjusted $ 1,547,311 $ 383,991 $ (68,381 ) $ (70,057) Denominator: Basic weighted average shares outstanding $ 28,771,000 $ 7,140,000 6,260,292 6,413,684 Basic and diluted net loss per common share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. 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,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets and liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Recent Accounting Pronouncements 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 statement. Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company has concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. . |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | 3. Initial Public Offering Pursuant to the Public Offering, on November 24, 2021, the Company sold 24,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of common stock and one -half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7). On December 1, 2021, the Company consummated the closing of the sale of an additional 3,600,000 Units (“Option Units”) at $10.00 per Option Unit pursuant to the underwriters’ exercise in full of their over-allotment option, generating gross proceeds of $36,000,000. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2022 | |
Private Placement | |
Private Placement | 4. Private Placement Simultaneously with the Public Offering, the initial stockholders and EBC purchased an aggregate of 1,045,500 Private Units, at $10.00 per Private Unit for a total purchase price of $10,450,000 . Each Private Unit consists of one share of common stock or “private share,” and one -half of one warrant or “private warrant”. The proceeds from the Private Units were added to the proceeds from the Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the required time period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the private warrants. On December 1, 2021, the Company also consummated the closing of the sale of an additional 126,000 Private Units at $10.00 per Private Unit, generating gross proceeds of $1,260,000, to the original purchasers of the Private Units in respect of their obligation to purchase such additional Private Units upon the exercise of the underwriters’ over-allotment option. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 5. Related Party Transactions Founders Shares In July 2021, the Company issued an aggregate of 5,750,000 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000 . On November 22, 2021, the Company effected a stock dividend of 0.2 shares for each share outstanding, resulting in 6,900,000 Founder Shares and 240,000 representative shares , totaling 7,140,000 being issued and outstanding . The Founder Shares include an aggregate of up to 900,000 shares subject to forfeiture by the holders to the extent that the over-allotment is not exercised in full or in part, so that the holders will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Public Offering and excluding the Representative Shares (as defined in Note 7)). On December 1, 2021, the underwriters fully exercised their over-allotment option. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 900,000 Founder Shares are no longer subject to forfeiture. The holders of the Founder Shares have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until (i) the earlier of 180 days after the completion of a Business Combination and the date on which the closing price of the common shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after a Business Combination and (ii) if, subsequent to a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their ordinary shares for cash, securities or other property. Administrative Service Fee The Company presently occupies office space provided by an entity controlled by Crescendo Advisors II, LLC. Such entity agreed that until the Company consummates a Business Combination, it will make such office space, as well as general and administrative services including utilities and administrative support, available to the Company as may be required by the Company from time to time. The Company has agreed to pay an aggregate of $15,000 per month to Crescendo Advisors II, LLC, an entity controlled by a related party, for such services commencing on the effective date of the Public Offering. The company incurred and paid the affiliate $180,000 and $19,500 for the year ended December 31, 2022 and 2021, respectively. Note — Related Party On August 23, 2021, Eric Rosenfeld, the Company’s Chief SPAC Officer, issued a $65,000 principal amount unsecured promissory note to the Company. The note is non-interest bearing and became payable on the consummation of the Initial Public Offering. Due to the short-term nature of the note, the fair value of the note approximates the carrying amount. The Note balance was settled on November 26, 2021, shortly after the consummation of the Initial Public Offering. The facility is no longer available. On November 5, 2021, Eric Rosenfeld, the Company’s Chief SPAC Officer, issued a $31,500 principal amount unsecured promissory note to the Company. The note is non-interest bearing and became payable on the consummation of the Public Offering. Due to the short-term nature of the note, the fair value of the note approximates the carrying amount. The Note balance was settled on November 26, 2021, shortly after the consummation of the Initial Public Offering. The facility is no longer available. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Initial Stockholders, the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would either be paid upon consummation of a Business Combination, without interest, or, at the option of the lender, converted into units, which would be identical to the Private Units, upon consummation of a Business Combination. In the event that a 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. As of December 31, 2022, and 2021, respectively, no Working Capital Loans were outstanding. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitment and Contingencies | |
Commitment and Contingencies | 6. Commitments and Contingencies Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus 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 the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Registration Rights The holders of the founders’ shares and representative shares issued and outstanding on the date of Public Offering, as well as the holders of the private units and any units our initial stockholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us (and all underlying securities), are entitled to registration rights pursuant to an agreement signed on the effective date of the Public Offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the founders’ shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the representative shares, private units and units issued to our initial stockholders, officers, directors or their affiliates in payment of working capital loans made to us (or underlying securities) can elect to exercise these registration rights at any time after we consummate a business combination. Notwithstanding anything to the contrary, EBC may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination; provided, however, that EBC may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part. We will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to be paid cash underwriting commissions of 2.00% of the gross proceeds of the Initial Public Offering. EarlyBirdCapital is also entitled to a deferred underwriting commission of 3.50% of the gross proceeds of the Initial Public Offering On November 29, 2021, the underwriters exercised their over-allotment option in full to purchase an additional 3,600,000 Units. As a result, on December 1, 2021, the Company sold an additional 3,600,000 Units at $10.00 per Unit for an aggregate amount of $36,000,000. In connection with the underwriters’ exercise of their over-allotment option, the Company also consummated the sale of an additional 126,000 Private Units at $10.00 per unit, generating total proceeds of $1,260,000. The underwriters were paid $5,520,000 in cash underwriting fees and EarlyBirdCapital is entitled to an aggregate of $9,660,000 of deferred underwriting fees. |
Common Stock Subject to Possibl
Common Stock Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Subject To Possible Redemption | |
Common Stock Subject to Possible Redemption | 7. Common Stock Subject to Possible Redemption The Company’s common stock sold in the Initial Public Offering features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. Holder of the Company’s common stock are entitled to one vote for each share. As of December 31, 2022 and December 31, 2021, there were 27,600,000 Public Shares outstanding, all of which were subject to redemption. As of December 31, 2022 and December 31, 2021, common stock reflected on the consolidated condensed balance sheets are reconciled on the following table: Gross Proceeds $ 276,000,000 Less: Proceeds allocated to public warrants (12,834,000) Common stock issuance cost (15,660,526) Plus: Accretion of carrying value to redemption value 32,634,526 Common Stock subject to possible redemption, December 31, 2021 $ 280,140,000 Accretion – increase in redemption value of common stock subject to redemption 3,055,443 Common Stock subject to possible redemption, December 31, 2022 $ 283,195,443 |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Deficit. | |
Stockholders' Deficit | 8. Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2022, and 2021, respectively, there are no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. As of December 31, 2022 and 2021, respectively, 35,911,000 shares of common stock were issued and outstanding , presented as temporary equity on the consolidated condensed balance sheets, comprised of 240,000 Representative Shares (as described below), 6,900,000 Founder Shares, 27,600,000 public shares, and 1,171,000 private shares. All of the Founder Shares were placed into an escrow account on the closing of the Proposed Public Offering. Subject to certain limited exceptions, these shares will not be released from escrow until the earlier of one year after the date of the consummation of an initial Business Combination and the date on which the closing price of the common stock exceeds $12.50 per share for any 20 trading days within a 30 -trading day period following the consummation of an initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Representative Shares The Company has issued to the designees of EBC 240,000 shares of common stock (the “Representative Shares”) for a nominal consideration, paid to the Company, shortly after the IPO. The Company accounted for the Representative Shares as an offering cost of the Proposed Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $870 based upon the price of the Founder Shares issued to the Initial Stockholders. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Proposed Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement related to the Proposed Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statement related to the Proposed Offering except to any underwriter and selected dealer participating in the Proposed Offering and their bona fide officers or partners. Warrants As of December 31, 2022 and 2021, respectively the Company has 13,800,000 Public Warrants and 585,500 Private Placement Warrants outstanding. The Public Warrants and Private Placement Warrants are identical except as described below. Warrants may only be exercised for a whole number of shares. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the issuance of the shares of common stock issuable upon exercise of the Warrants and a current prospectus relating to them is available 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 (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). The Company agreed that as soon as practicable after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the shares of common stock issuable upon exercise of the Warrants, and use its best efforts to cause the same to become effective as soon as possible and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares until the Warrants expire or are redeemed. The Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share (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 Company’s initial stockholders or their affiliates, without taking into account any founders’ shares held by them 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 completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Redemption of 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 to each warrant holder; and - if, and only if, the last reported sale price of common stock equals or exceeds $18.00 per share (as adjusted) 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 the notice of redemption to the warrant holders. The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the common stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those of shares is available throughout the 30-day redemption period or the Company has elected to require the exercise of the warrants on a “cashless basis”. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax | |
Income Tax | 9. Income Tax The Company’s net deferred tax assets (liabilities) as of December 31, 2022, and December 31, 2021, is as follows: Deferred tax assets: FOR THE YEAR ENDED DECEMBER 31, 2022 FOR THE PERIOD FROM JULY 14, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021 Start-up costs $ 1,166,654 $ 53,469 Net operating loss carryforwards - - Total deferred tax assets 1,166,654 53,469 Valuation allowance (1,166,654) (53,469) Deferred tax assets, net of allowance $ - $ - The income tax provision for the year ended December 31, 2022, and for the period from July 14, 2021 (inception) through December 31, 2021 consists of the following: FOR THE YEAR ENDED DECEMBER 31, 2022 FOR THE PERIOD FROM JULY 14, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021 Federal Current $ 800,905 $ - Deferred (227,143) (53,469) State Current $ $ - Deferred - - Change in valuation allowance 227,143 53,469 Income tax provision $ 800,905 $ - As of December 31, 2022, and December 31, 2021, the Company had available U.S. federal operating loss carry forwards of approximately $0 and $53,469, respectively, that may be carried forward indefinitely. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, and for the period from July 14, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $227,143 and $53,469, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate as of December 31, 2022, and December 31, 2021 is as follows: FOR THE YEAR ENDED DECEMBER 31, 2022 FOR THE PERIOD FROM JULY 14, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021 Statutory federal income tax rate 21.0% 21.0% State taxes, net of federal tax benefit 0.0% 0.0% Change in valuation allowance 7.9% (21.0)% Income tax provision 28.9% 0.0% The Company files income tax returns in the U.S. federal jurisdiction which remain open and are subject to examination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 10. Fair Value Measurements The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2022, and 2021, respectively, and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2022 Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: (Level 1) (Level 2) (Level 3) Investments held in Trust Account - Money Market Funds and Treasuries $ 283,319,605 $ - $ - December 31, 2021 Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: (Level 1) (Level 2) (Level 3) Investments held in Trust Account - Money Market Funds and Treasuries $ 280,164,163 $ - $ - Level 1 assets include investments comprised solely of U.S. government securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the years ended December 31, 2022, and 2021, respectively. |
Merger Agreement
Merger Agreement | 12 Months Ended |
Dec. 31, 2022 | |
Merger Agreement | |
Merger Agreement | 11. Merger Agreement On May 25, 2022, the Company, Merger Sub and Southland entered into the Merger Agreement. Pursuant to the Merger Agreement, upon the Closing of the Transactions, Merger Sub will merge with and into Southland, with Southland being the surviving entity of the Merger and becoming a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, at the Effective Time (as defined below), by virtue of the Merger and without any further action on the part of the parties to the Merger Agreement, each Southland Membership Interest (expressed as a percentage) issued and outstanding immediately before the effective time of the Merger (the “Effective Time”) will be converted into and become the right to receive (I) a number of shares of the Company’s Common Stock (the “Per Membership Interest Merger Consideration”) equal to (a) (i) $343,000,000 divided by (ii) $10.15, multiplied by (b) such Southland Member’s percentage of all Southland Membership Interests issued and outstanding immediately prior to the Effective Time (i.e., 100%), (II) the right to receive a number of shares of the Company’s Common Stock (the “Earnout Merger Consideration”) equal to (a) (i) $105,000,000 divided by (ii) $10.15, multiplied by (b) such Southland Member’s percentage of all Southland Membership Interests issued and outstanding immediately prior to the Effective Time, upon the achievement of certain targets and (III) an amount of cash (the “Cash Consideration” and together with the Per Membership Interest Merger Consideration and Earnout Merger Consideration, the “Merger Consideration”) equal to (a) $50,000,000 multiplied by (b) such Southland Member’s percentage of all Southland Membership Interests issued and outstanding immediately prior to the Effective Time (i.e., 100%); provided, however, that in lieu of receiving all or part of the Cash Consideration, up to $50,000,000 of cash held by Southland or its subsidiaries may be distributed to the Southland Members, or to such other persons as instructed by the Southland Members, if either (1) there is not sufficient funds in the Trust Account to pay such amount in cash or (2) Southland elects, in its sole discretion, to make such dividend at or prior to the Closing. Any cash paid as a dividend on or prior to the Closing pursuant to such provision shall reduce the Cash Consideration payable to the Southland Members at Closing by a like amount. The Merger Agreement provides for the payment of up to an aggregate of 10,344,828 additional shares of the Company’s Common Stock as earnout consideration as described below. As used in the following discussion of the earnout consideration, “Adjusted EBITDA” means, for the applicable fiscal year, using results and expenses taken from the audited financial statements of the Company and its subsidiaries, including but not limited to Southland and its affiliates, on a consolidated basis, but excluding any results attributable to businesses acquired after the date of the Merger Agreement except for certain permitted acquisitions, the following calculation: income before provision for income taxes, plus interest expense, less interest income, plus depreciation and amortization, plus any expenses arising solely from the Merger charged to income in such fiscal year, including but not limited to filing fees borne by Southland with respect to the Registration Statement (as defined below) and notifications required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), plus expenses relating to certain incentive compensation arrangements. In addition, any Company or Merger Sub expenses incurred prior to or at the Closing that are included in the Company’s 2022 income statement will be excluded for purposes of Adjusted EBITDA calculation. For the purposes of calculating Adjusted EBITDA for the fiscal year of the Company ending December 31, 2022, Adjusted EBITDA shall be calculated after giving pro forma effect to the Merger as if the Merger was consummated on the first day of such fiscal year. If, for the fiscal year of the Company ending December 31, 2022, Legato has Adjusted EBITDA equal to or greater than $125,000,000 (the “2022 Base Target”), the Company shall issue to the holders of Southland Membership Interests outstanding immediately prior to the Effective Time, in the aggregate, 3,448,276 shares of the Company’s Common Stock; provided that if the Company has Adjusted EBITDA equal to or greater than $145,000,000 (the “2022 Bonus Target”), then the aggregate number of shares of Common Stock to be issued to the holders of Southland Membership Interests shall be increased to 5,172,414 shares; and If, for the fiscal year of the Company ending December 31, 2023, Legato has Adjusted EBITDA equal to or greater than $145,000,000 (the “2023 Base Target”), the Company shall issue to the holders of Southland Membership Interests outstanding immediately prior to the Effective Time, in the aggregate, 3,448,276 shares of the Company’s Common Stock; provided that if the Company has Adjusted EBITDA equal to or greater than $165,000,000 (the “2023 Bonus Target”), then the aggregate number of shares of Common Stock to be issued to the holders of Southland Membership Interests shall be increased to 5,172,414 shares. On February 14, 2023, Legato II and Southland consummated the previously disclosed Business Combination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events The Company evaluated subsequent events and transaction that occurred up to the date the financial statements were issued. Other than as described below and disclosed in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 14, 2023, Southland completed its Merger pursuant to the Merger Agreement as described in the Basis of Presentation. As contemplated by the Merger Agreement and as described in Southland’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on January 27, 2023 (“Proxy Statement”), (i) Legato’s name changed to “Southland Holdings, Inc.,” (ii) each share of common stock of Legato that was not redeemed remained as one share common stock of Southland, (iii) each warrant of Legato became a warrant to purchase one share of common stock of Southland, and (iv) Merger Sub merged with and into Southland LLC, with Southland LLC being the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of Southland. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The company considers all short-term investments with an original maturity of three months or less when purchased to be a cash equivalent. The Company had no cash equivalents as of December 31, 2022 and 2021. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. 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 securities are included in investment income on Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (the 27,600,000 public shares, including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock sold in the Initial Public Offering features certain redemption rights that are considered to be outside of its control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated condensed balance sheets. The Company recognizes changes in redemption value 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. The change in the carrying value of redeemable shares of common stock resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Subsequently, the Company recognizes changes in the redemption value as a accretion as reflected on the accompanying unaudited consolidated condensed statements of changes in stockholders’ deficit. |
Offering Costs | Offering Costs The Company complies with the requirements of Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1. Offering costs consist of legal, accounting, underwriting fees and other costs incurred that directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Upon the completion of the Initial Public Offering, costs associated with the common stock issued were charged against their carrying value. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. 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 December 31, 2022 and 2021, respectively. 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, state and city 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, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception. Deferred tax assets were deemed de minimis as of December 31, 2022, and 2021, respectively. |
Net Income per Common Share | Net Income per Common Share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per common share is computed by dividing net income applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period (the public and private shares, inclusive of the full exercise of the overallotment option). The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 14,385,000 shares in the calculation of diluted earnings per share, since their contingency had not been met yet. Accretion associated with the common shares are excluded from earnings per share as the redemption value approximates fair value. As a result, diluted earnings per common share is the same as basic earnings per common share for the periods. The following table reflects the calculation of basic and diluted net income per common share (in dollars): FOR THE YEAR ENDED DECEMBER 31, 2022 FOR THE PERIOD FROM JULY 14, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021 Public Shares (basic and diluted) Founders Shares (basic and diluted) Public Shares (basic and diluted) Founders Shares (basic and diluted) Basic and diluted net income per common share Numerator: Allocation of net income as adjusted $ 1,547,311 $ 383,991 $ (68,381 ) $ (70,057) Denominator: Basic weighted average shares outstanding $ 28,771,000 $ 7,140,000 6,260,292 6,413,684 Basic and diluted net loss per common share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
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,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets and liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 statement. |
Accounting for Warrants | Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company has concluded that the Public Warrants and Private Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of earnings per share basic and diluted | FOR THE YEAR ENDED DECEMBER 31, 2022 FOR THE PERIOD FROM JULY 14, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021 Public Shares (basic and diluted) Founders Shares (basic and diluted) Public Shares (basic and diluted) Founders Shares (basic and diluted) Basic and diluted net income per common share Numerator: Allocation of net income as adjusted $ 1,547,311 $ 383,991 $ (68,381 ) $ (70,057) Denominator: Basic weighted average shares outstanding $ 28,771,000 $ 7,140,000 6,260,292 6,413,684 Basic and diluted net loss per common share $ 0.05 $ 0.05 $ (0.01 ) $ (0.01 ) |
Common Stock Subject to Possi_2
Common Stock Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Subject To Possible Redemption | |
Schedule of common stock reflected on the consolidated condensed balance sheets | Gross Proceeds $ 276,000,000 Less: Proceeds allocated to public warrants (12,834,000) Common stock issuance cost (15,660,526) Plus: Accretion of carrying value to redemption value 32,634,526 Common Stock subject to possible redemption, December 31, 2021 $ 280,140,000 Accretion – increase in redemption value of common stock subject to redemption 3,055,443 Common Stock subject to possible redemption, December 31, 2022 $ 283,195,443 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax | |
Schedule of deferred income tax assets and deferred tax liabilities | Deferred tax assets: FOR THE YEAR ENDED DECEMBER 31, 2022 FOR THE PERIOD FROM JULY 14, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021 Start-up costs $ 1,166,654 $ 53,469 Net operating loss carryforwards - - Total deferred tax assets 1,166,654 53,469 Valuation allowance (1,166,654) (53,469) Deferred tax assets, net of allowance $ - $ - |
Schedule of tax expense | FOR THE YEAR ENDED DECEMBER 31, 2022 FOR THE PERIOD FROM JULY 14, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021 Federal Current $ 800,905 $ - Deferred (227,143) (53,469) State Current $ $ - Deferred - - Change in valuation allowance 227,143 53,469 Income tax provision $ 800,905 $ - |
Schedule of effective income tax rate reconciliation | FOR THE YEAR ENDED DECEMBER 31, 2022 FOR THE PERIOD FROM JULY 14, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021 Statutory federal income tax rate 21.0% 21.0% State taxes, net of federal tax benefit 0.0% 0.0% Change in valuation allowance 7.9% (21.0)% Income tax provision 28.9% 0.0% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Schedule of fair value measurements | Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: (Level 1) (Level 2) (Level 3) Investments held in Trust Account - Money Market Funds and Treasuries $ 283,319,605 $ - $ - Description Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: (Level 1) (Level 2) (Level 3) Investments held in Trust Account - Money Market Funds and Treasuries $ 280,164,163 $ - $ - |
Description of Business (Detail
Description of Business (Details Narrative) | 12 Months Ended | ||||||
Dec. 01, 2021 USD ($) D $ / shares shares | Dec. 01, 2021 USD ($) D $ / shares shares | Nov. 29, 2021 shares | Nov. 24, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | May 25, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Description of Business | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Transaction costs | $ 15,660,526 | $ 13,680,526 | |||||
Maturity period of investment | 185 days | 185 days | |||||
Underwriting fees | $ 5,520,000 | 4,800,000 | |||||
Deferred underwriting fees | 9,660,000 | 8,400,000 | |||||
Other offering costs | $ 480,526 | ||||||
Cash held in Trust Account | $ 280,140,000 | $ 280,140,000 | $ 283,319,605 | $ 280,164,163 | |||
Cash held in Trust Account (in dollars per unit) | $ / shares | $ 10.15 | $ 10.15 | |||||
Percentage of asset held in trust account | 80% | ||||||
Business combination, percentage of voting securities | 50% | 50% | |||||
Maximum amount of interest added to pay dissolution expenses | $ 100,000 | ||||||
Number of business days to redeem public shares | D | 10 | 10 | |||||
Minimum | |||||||
Description of Business | |||||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||
Public Shares [Member] | |||||||
Description of Business | |||||||
Percent of redemption of temporary equity | 100% | ||||||
IPO [Member] | |||||||
Description of Business | |||||||
Number of units sold (in units) | shares | 24,000,000 | ||||||
Sale price per unit | $ / shares | $ 10 | ||||||
Proceeds amount | $ 240,000,000 | ||||||
Private Placement [Member] | |||||||
Description of Business | |||||||
Number of units sold (in units) | shares | 126,000 | 126,000 | 1,045,500 | ||||
Sale price per unit | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Proceeds amount | $ 1,260,000 | $ 1,260,000 | $ 10,450,000 | ||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||||||
Description of Business | |||||||
Number of units in over-allotment option exercised | shares | 3,600,000 | ||||||
Number of units sold (in units) | shares | 3,600,000 | 3,600,000 | |||||
Sale price per unit | $ / shares | $ 10 | $ 10 | |||||
Proceeds amount | $ 36,000,000 | $ 36,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Unrecognized tax benefits | 0 | 0 | |
Accrued for interest and penalties | 0 | $ 0 | |
FDIC insured limits | $ 250,000 | ||
Common stock subject to possible redemption, shares issued | 35,911,000 | 35,911,000 | |
Maturity period of investment | 185 days | 185 days | |
Private placement | |||
Product Information [Line Items] | |||
Warrants sold | 14,385,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Income per Common Share (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Denominator: | ||
Basic net income (loss) per share | $ (0.01) | $ 0.05 |
Diluted net income (loss) per share | (0.01) | 0.05 |
Basic net income (loss) per share | (0.01) | 0.05 |
Diluted net income (loss) per share | $ (0.01) | $ 0.05 |
Public Shares [Member] | ||
Numerator: | ||
Allocation of net loss as adjusted | $ (68,381) | $ 1,547,311 |
Denominator: | ||
Basic weighted average shares outstanding | 6,260,292 | 28,771,000 |
Basic net income (loss) per share | $ (0.01) | $ 0.05 |
Diluted net income (loss) per share | $ (0.01) | $ 0.05 |
Founder Shares [Member] | ||
Numerator: | ||
Allocation of net loss as adjusted | $ (70,057) | $ 383,991 |
Denominator: | ||
Basic weighted average shares outstanding | 6,413,684 | 7,140,000 |
Basic net income (loss) per share | $ (0.01) | $ 0.05 |
Diluted net income (loss) per share | $ (0.01) | $ 0.05 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | Dec. 01, 2021 | Dec. 01, 2021 | Nov. 24, 2021 | Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 11.50 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold (in units) | 24,000,000 | |||
Sale price per unit | $ 10 | |||
Number of shares of common stock included in each unit issued | 1 | |||
Number of warrants included in each unit issued | 0.5 | |||
Number of shares of common stock each warrant may purchase | 1 | |||
Exercise price (in dollars per share) | $ 11.50 | |||
Proceeds amount | $ 240,000,000 | |||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold (in units) | 3,600,000 | 3,600,000 | ||
Sale price per unit | $ 10 | $ 10 | ||
Proceeds amount | $ 36,000,000 | $ 36,000,000 |
Private Placement (Details Narr
Private Placement (Details Narrative) - Private Placement [Member] - USD ($) | Dec. 01, 2021 | Dec. 01, 2021 | Nov. 24, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold (in units) | 126,000 | 126,000 | 1,045,500 |
Sale price per unit | $ 10 | $ 10 | $ 10 |
Proceeds amount | $ 1,260,000 | $ 1,260,000 | $ 10,450,000 |
Number of shares of common stock included in each unit issued | 1 | ||
Number of warrants included in each unit issued | 0.5 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 01, 2021 D $ / shares | Dec. 01, 2021 $ / shares shares | Nov. 24, 2021 shares | Nov. 22, 2021 shares | Nov. 05, 2021 USD ($) | Aug. 23, 2021 USD ($) | Jul. 31, 2021 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares issued | 7,140,000 | 8,311,000 | 8,311,000 | 8,311,000 | ||||||
Common stock, shares outstanding | 7,140,000 | 8,311,000 | 8,311,000 | 8,311,000 | ||||||
Number of shares issued per share outstanding in a stock dividend | 0.2 | |||||||||
Stock issued during period (in shares) | 5,750,000 | |||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||||
Note payable - related party | $ | 96,500 | |||||||||
Working capital loan outstanding | $ | $ 0 | $ 0 | $ 0 | |||||||
Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares issued | 6,900,000 | |||||||||
Common stock, shares outstanding | 6,900,000 | |||||||||
Percent of shares held by founders | 20% | |||||||||
Common stock subject to forfeiture, shares | 900,000 | |||||||||
Common stock no longer subject to forfeiture, shares | 900,000 | |||||||||
Representative Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, shares issued | 240,000 | |||||||||
Common stock, shares outstanding | 240,000 | |||||||||
Stock issued during period (in shares) | 240,000 | |||||||||
Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Closing price, common shares equals or exceeds (in dollars per share) | $ / shares | $ 12.50 | $ 12.50 | ||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||||
Threshold period of restriction to transfer | 180 days | |||||||||
Threshold number of trading days | D | 20 | |||||||||
Threshold trading period | D | 30 | |||||||||
Crescendo Advisors I I L L C [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Services per month | $ | 15,000 | |||||||||
Service fee | $ | $ 180,000 | $ 19,500 | ||||||||
Eric Rosenfeld [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Note payable - related party | $ | $ 31,500 | $ 65,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 6 Months Ended | 12 Months Ended | ||||
Dec. 01, 2021 USD ($) $ / shares shares | Dec. 01, 2021 USD ($) $ / shares shares | Nov. 29, 2021 shares | Nov. 24, 2021 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Commitments and Contingencies | ||||||
Cash underwriting commission (as a percent) | 2% | |||||
Proceed from public offering | $ 276,000,000 | $ 276,000,000 | ||||
Underwriting fees | $ 5,520,000 | |||||
Deferred underwriting fees | $ 9,660,000 | $ 8,400,000 | ||||
Number of demands for registration rights | item | 2 | |||||
Period of electing to exercise registration rights prior to release of escrow shares | 3 months | |||||
Over-Allotment Option | Underwriting Agreement | ||||||
Commitments and Contingencies | ||||||
Number of units in over-allotment option exercised | shares | 3,600,000 | |||||
Sale of additional units (in units) | shares | 3,600,000 | 3,600,000 | ||||
Price per share | $ / shares | $ 10 | $ 10 | ||||
Sale an additional units (in Amount) | $ 36,000,000 | $ 36,000,000 | ||||
Private placement | ||||||
Commitments and Contingencies | ||||||
Sale of additional units (in units) | shares | 126,000 | 126,000 | 1,045,500 | |||
Price per share | $ / shares | $ 10 | $ 10 | $ 10 | |||
Sale an additional units (in Amount) | $ 1,260,000 | $ 1,260,000 | $ 10,450,000 | |||
Early Bird Capital, Inc [Member] | ||||||
Commitments and Contingencies | ||||||
Percentage of underwriting deferred Commission | 3.50% | |||||
Deferred underwriting fees | $ 9,660,000 | |||||
Number of occasions registration rights | item | 1 | |||||
Period to make demand for registration rights | 5 years | |||||
Period to participate in registration | 7 years |
Common Stock Subject to Possi_3
Common Stock Subject to Possible Redemption (Details) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) Vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Common Stock Subject To Possible Redemption | |||
Common stock, shares authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Public Shares outstanding | shares | 27,600,000 | 27,600,000 | 27,600,000 |
Gross proceeds | $ 276,000,000 | $ 276,000,000 | |
Proceeds allocated to public warrants | (12,834,000) | ||
Common stock issuance cost | (15,660,526) | ||
Accretion of carrying value to redemption value | 32,634,526 | ||
Common Stock subject to possible redemption | $ 283,195,443 | $ 280,140,000 | |
Accretion - increase in redemption value of common stock subject to redemption | $ 3,055,443 | ||
Number of votes per common stock | Vote | 1 |
Stockholders' Deficit - Narrati
Stockholders' Deficit - Narratives (Details) | 1 Months Ended | 12 Months Ended | |||
Nov. 24, 2021 USD ($) shares | Jul. 31, 2021 shares | Dec. 31, 2022 D $ / shares shares | May 25, 2022 $ / shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock subject to possible redemption, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock subject to possible redemption, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock subject to possible redemption, shares issued | 35,911,000 | 35,911,000 | |||
Common stock subject to possible redemption, shares outstanding | 35,911,000 | 35,911,000 | |||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares issued to initial stockholders, Shares | 5,750,000 | ||||
Exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||
Warrants term | 5 years | ||||
Redemption of warrants to become effective | $ / shares | $ 18 | ||||
Redemption per share | $ / shares | $ 0.01 | ||||
Threshold number of specified trading days | D | 20 | ||||
Threshold period of specified consecutive trading days | D | 30 | ||||
Warrants exercisable term | D | 3 | ||||
Adjustment to exercise price | 115% | ||||
Gross proceeds from issuance of additional shares | 60% | ||||
Period for redemption of warrants | 30 days | ||||
Fractional shares to be issued | 0 | ||||
Exercisable term of warrants | 30 days | ||||
Maximum | |||||
Class of Stock [Line Items] | |||||
Issue Price | $ / shares | $ 9.20 | ||||
Share Price | $ / shares | $ 9.20 | ||||
Minimum | |||||
Class of Stock [Line Items] | |||||
Notice period to be given for redemption of warrants | 30 days | ||||
Public Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding | 13,800,000 | 13,800,000 | |||
Private Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding | 585,500 | 585,500 | |||
Representative Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock subject to possible redemption, shares issued | 240,000 | 240,000 | |||
Common stock subject to possible redemption, shares outstanding | 240,000 | 240,000 | |||
Common shares issued to initial stockholders, Shares | 240,000 | ||||
Fair value of shares | $ | $ 870 | ||||
Lock up period | 180 days | ||||
Lock up period of shares restriction for economic disposition | 180 days | ||||
Lock up period of restriction for transferring shares | 180 days | ||||
Founder Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock subject to possible redemption, shares issued | 6,900,000 | 6,900,000 | |||
Common stock subject to possible redemption, shares outstanding | 6,900,000 | 6,900,000 | |||
Release of founder escrow shares | $ / shares | $ 12.50 | ||||
Number of period common stock price must exceed for release of founder escrow shares | D | 20 | ||||
Threshold period for release of founder escrow shares | 1 year | ||||
Number of period consecutive trading days within which common stock price must exceed for release of founder escrow shares | D | 30 | ||||
Public Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock subject to possible redemption, shares issued | 27,600,000 | 27,600,000 | |||
Common stock subject to possible redemption, shares outstanding | 27,600,000 | 27,600,000 | |||
Private Units [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock subject to possible redemption, shares issued | 1,171,000 | 1,171,000 | |||
Common stock subject to possible redemption, shares outstanding | 1,171,000 | 1,171,000 |
Income Taxes - Deferred income
Income Taxes - Deferred income tax (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Start-up costs | $ 1,166,654 | $ 53,469 |
Total deferred tax assets | 1,166,654 | 53,469 |
Valuation allowance | (1,166,654) | (53,469) |
Deferred tax assets, net of allowance | $ 0 | $ 0 |
Income Taxes - Tax provision by
Income Taxes - Tax provision by Jurisdiction (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Federal | ||
Federal - Current | $ 800,905 | |
Federal - Deferred | $ (53,469) | (227,143) |
Change in valuation allowance | $ 53,469 | 227,143 |
Income tax provision | $ 800,905 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax | ||
Operating loss carryforwards | $ 53,469 | $ 0 |
Change in valuation allowances | $ 53,469 | $ 227,143 |
Income Taxes - Rate reconciliat
Income Taxes - Rate reconciliation (Details) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax | ||
Statutory federal income tax rate | 21% | 21% |
State income taxes, net of federal benefit | 0% | 0% |
Change in valuation allowances | (21.00%) | 7.90% |
Income tax provision | 0% | 28.90% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 01, 2021 | |
Fair Value Measurements | |||
Investments held in Trust Account | $ 283,319,605 | $ 280,164,163 | $ 280,140,000 |
Fair Value, Recurring [Member] | |||
Fair Value Measurements | |||
Transfers to/from Level 3 | 0 | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Money Market Funds And Treasuries | |||
Fair Value Measurements | |||
Investments held in Trust Account | $ 283,319,605 | $ 280,164,163 |
Merger Agreement (Details Narra
Merger Agreement (Details Narrative) - USD ($) | 12 Months Ended | ||
May 25, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Merger Agreement | |||
Cash Consideration | $ 50,000,000 | ||
Earnout consideration, shares | 10,344,828 | ||
Base 2022 Target [Member] | |||
Merger Agreement | |||
Adjusted EBITDA target | $ 125,000,000 | ||
Number of shares of stock to be issued upon achievement of adjusted EBITDA target | 3,448,276 | ||
Bonus 2022 Target [Member] | |||
Merger Agreement | |||
Adjusted EBITDA target | $ 145,000,000 | ||
Number of shares of stock to be issued upon achievement of adjusted EBITDA target | 5,172,414 | ||
Subsequent Event [Member] | Base 2023 Target [Member] | |||
Merger Agreement | |||
Adjusted EBITDA target | $ 145,000,000 | ||
Number of shares of stock to be issued upon achievement of adjusted EBITDA target | 3,448,276 | ||
Subsequent Event [Member] | Bonus 2023 Target [Member] | |||
Merger Agreement | |||
Adjusted EBITDA target | $ 165,000,000 | ||
Number of shares of stock to be issued upon achievement of adjusted EBITDA target | 5,172,414 | ||
Per Membership Interest Merger Consideration [Member] | |||
Merger Agreement | |||
Converted amount | $ 343,000,000 | ||
Conversion price | $ 10.15 | ||
Percent of membership interests before effective time of merger | 100% | ||
Earnout Merger Consideration [Member] | |||
Merger Agreement | |||
Converted amount | $ 105,000,000 | ||
Conversion price | $ 10.15 | ||
Merger Consideration [Member] | |||
Merger Agreement | |||
Converted amount | $ 50,000,000 | ||
Percent of membership interests before effective time of merger | 100% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Legato Merger Sub Inc [Member] | Jan. 27, 2023 shares |
Subsequent Event [Line Items] | |
Number of unredeemed stock | 1 |
Number of shares of common stock each warrant may purchase | 1 |