QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
(State or other jurisdiction
of incorporation or organization)
|
(IRS Employer Identification No.)
|
(Address Of Principal Executive Offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange on
which registered
|
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Smaller reporting company
|
|
Emerging growth company
|
|
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
|
|
Item 1.
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
5
|
|
|
6
|
|
Item 2.
|
21
|
|
Item 3.
|
24
|
|
Item 4.
|
25
|
|
26
|
||
Item 1.
|
26
|
|
Item 1A.
|
26
|
|
Item 2.
|
27
|
|
Item 3.
|
28
|
|
Item 4.
|
28
|
|
Item 5.
|
28
|
|
Item 6.
|
28
|
|
|
30
|
Item 1. |
Financial Statements
|
September 30, 2022
|
December 31, 2021
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Assets
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
|
||||||
Total current assets
|
|
|
||||||
Prepaid insurance, long-term
|
|
|
||||||
Deferred offering costs
|
|
|
||||||
Marketable securities held in Trust Account
|
|
|
||||||
Total Assets
|
$
|
|
$
|
|
||||
Liabilities Commitments and Contingencies, and Stockholders’ (Deficit) Equity
|
||||||||
Current liabilities:
|
||||||||
Accrued offering costs and expenses
|
$
|
|
$
|
|
||||
Promissory note – related party
|
|
|
||||||
Income taxes payable
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Warrant liability
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Total liabilities
|
|
|
||||||
Commitments and Contingencies (Note 6)
|
||||||||
Temporary Equity | ||||||||
Class A common stock subject to possible redemptions, $
|
|
|
||||||
Stockholders’ (Deficit) Equity
|
—
|
|||||||
Preferred stock, $
|
|
|
||||||
Class A common stock, $
|
|
|
||||||
Class B common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total stockholders' (deficit) equity
|
(
|
)
|
|
|||||
Total Liabilities, Commitments and Contingencies, and Stockholders’ (Deficit) Equity
|
$
|
|
$
|
|
|
For the three months ended
September 30,
|
For the
period from
February 10,
2021
(inception)
to September
30,
2021
|
||||||||||||||
2022
|
2021
|
For the nine months
ended September 30,
2022
|
||||||||||||||
Formation costs, operating costs, and general and administrative costs
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Loss from Operations
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Other income:
|
||||||||||||||||
Warrant issuance costs
|
|
|
(
|
)
|
|
|||||||||||
Change in fair value of warrant liability
|
|
|
|
|
||||||||||||
Change in fair value of over-allotment option liability
|
|
|
|
|
||||||||||||
Interest earned on marketable securities held in Trust Account
|
|
|
|
|
||||||||||||
Total other income, net
|
|
|
|
|
||||||||||||
Income (loss) before provision for income taxes
|
|
(
|
)
|
|
(
|
)
|
||||||||||
Provision for income taxes
|
(
|
)
|
|
(
|
)
|
|
||||||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption
|
|
|
|
|
||||||||||||
Basic and diluted net income (loss) per Class A common stock subject to redemption
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Basic weighted average shares outstanding, Class B common stock(1)
|
|
|
|
|
||||||||||||
Basic net income (loss) per Class B common stock
|
$
|
|
$
|
(
|
) |
$
|
|
$
|
(
|
) |
||||||
Diluted weighted average shares outstanding, Class B common stock(1)
|
|
|
|
|
||||||||||||
Diluted net income (loss) per Class B common stock
|
$
|
|
$
|
(
|
) |
$
|
|
$
|
(
|
) |
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Stockholders’
Equity (Deficit)
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance as of January 1, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Sale of
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Sale of
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Sale of
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Sale of
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Underwriters’ discount
|
—
|
|
—
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
Underwriters’ discount-OA
|
—
|
|
—
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
Offering expenses reimbursed by underwriter
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Offering expenses reimbursed by underwriter - OA
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Deferred underwriter Discount
|
—
|
|
—
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
Deferred underwriter Discount-OA
|
—
|
|
—
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
Offering costs closed to APIC
|
—
|
|
—
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
Warrant issuance costs
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Incentives to bankers to participate in private placement
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Warrant liability recognition
|
—
|
|
—
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
Initial classification of over-allotment liability
|
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
Forfeiture of
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|||||||||||||||||||
Remeasurement for Class A common stock to redemption value
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||
Net income
|
—
|
|
—
|
|
|
|
|
|||||||||||||||||||||
Balance as of March 31, 2022
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
Remeasurement for Class A common stock to redemption value
|
( |
) | ( |
) | ||||||||||||||||||||||||
Net income | — | — | ||||||||||||||||||||||||||
Balance as of June 30, 2022 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||
Remeasurement for Class A common stock to redemption value
|
( |
) | ( |
) | ||||||||||||||||||||||||
Net income | — | — | ||||||||||||||||||||||||||
Balance as of September 30, 2022
|
$ |
|
$ |
$ |
$ |
( |
) | $ |
( |
) |
Class A
Common Stock
|
Class B
Common Stock
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Stockholders’
Equity
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||
Balance as of February 10, 2021 (inception)
|
$ | $ | $ | $ | $ | |||||||||||||||||||||||
Class B common stock issued to Sponsor
|
|
|
|
$
|
|
$
|
|
|
|
|||||||||||||||||||
Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance as of March 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
Net loss
|
—
|
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance as of June 30, 2021
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||||||
Balance as of September 30, 2021
|
$ | $ | $ | $ | ( |
) | $ |
For the nine
months ended September 30,
2022
|
For the period from
February 10, 2021
(inception) through
September 30, 2021
|
|||||||
Cash flows from Operating Activities:
|
||||||||
Net income (loss)
|
$
|
|
$
|
(
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
(
|
)
|
|
|||||
Change in fair value of warrant liability
|
(
|
)
|
|
|||||
Change in over-allotment option liability
|
( |
) | ||||||
Warrant issuance costs
|
|
|
||||||
Changes in current assets and current liabilities:
|
||||||||
Prepaid expenses
|
(
|
)
|
|
|||||
Accrued offering costs and expenses
|
(
|
)
|
|
|||||
Income taxes payable
|
|
|
||||||
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Investment of cash in Trust Account
|
(
|
)
|
|
|||||
Net cash used in investing activities
|
(
|
)
|
|
|||||
Cash flows from Financing Activities:
|
||||||||
Proceeds from issuance of Founder Shares
|
|
|
||||||
Proceeds from promissory note – related party
|
|
|
||||||
Proceeds from sale of Units, net of underwriting discounts paid
|
|
|
||||||
Proceeds from the partial exercise of over-allotment option, net of underwriting discounts paid
|
|
|
||||||
Proceeds from the sale of Private Placement Warrants
|
|
|
||||||
Proceeds from reimbursement by underwriters of offering costs
|
|
|
||||||
Receipt of overpayment from related party
|
||||||||
Payment of promissory note – related party
|
(
|
)
|
|
|||||
Payment of deferred offering costs
|
(
|
)
|
|
|||||
Net cash provided by financing activities
|
|
|
||||||
Net change in cash
|
|
|
||||||
Cash, beginning of the period
|
|
|
||||||
Cash, end of the period
|
$
|
|
$
|
|
||||
Supplemental disclosure of noncash investing and financing activities:
|
||||||||
Deferred offering cost included in accrued offering costs
|
$
|
|
$
|
|
||||
Initial value of Class A common stock subject to possible redemption
|
$
|
|
$
|
|
||||
Remeasurement for Class A common stock to redemption amount
|
$
|
|
$
|
|
||||
Payment of offering costs made by sponsor |
$ |
$ |
||||||
Deferred underwriting fee payable
|
$
|
|
$
|
|
||||
Deferred offering cost charged to Additional paid-in capital |
$ | $ |
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for
identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in
which one or more significant inputs or significant value drivers are unobservable.
|
Gross proceeds
|
$
|
|
||
Less: Proceeds allocated to liability classified warrants and over-allotment
|
(
|
)
|
||
Less: Class A common stock issuance costs
|
(
|
)
|
||
Add: Remeasurement of carrying value to redemption value
|
|
|||
Class A common stock subject to possible redemption, 12/31/21
|
$
|
|
||
Add: Remeasurement of carrying value to redemption value | ||||
Class A common stock subject to possible
redemption, 09/30/22
|
$ |
Class A Common Stock
|
||||||||||||||||
Three
Months
Ended
|
Nine
Months
Ended
|
Three
Months
Ended
|
For The
Period From
February 10, 2021
(inception) Through
|
|||||||||||||
September 30, 2022 |
September 30, 2021 |
|||||||||||||||
Basic and diluted net
income per common stock:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation
of net income, as adjusted
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted-average shares outstanding
|
|
|
|
|
||||||||||||
Basic and diluted net income per common stock
|
$
|
|
$
|
|
$
|
|
$
|
|
Class B Common Stock |
||||||||||||||||
Three
Months
Ended
|
Nine
Months
Ended
|
Three
Months
Ended
|
For The
Period From
February 10, 2021
(inception) Through
|
|||||||||||||
September 30, 2022 |
September 30, 2021 |
|||||||||||||||
Basic net income (loss) per common stock:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss), as adjusted
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
Denominator:
|
||||||||||||||||
Basic weighted-average shares outstanding
|
|
|
|
|
||||||||||||
Diluted net income (loss) per common stock
|
$
|
|
$
|
|
$
|
(
|
) |
$
|
(
|
) | ||||||
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income (loss), as adjusted
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
Denominator:
|
||||||||||||||||
Diluted weighted-average shares outstanding
|
|
|
|
|
||||||||||||
Diluted net income (loss) per common stock
|
$
|
|
$
|
|
$
|
(
|
) |
$
|
(
|
) |
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon a minimum of
|
• |
if, and only if, the last reported sale price of the Class A common stock for any
|
• |
in whole and not in part;
|
• |
at $
|
• |
if, and only if, the Reference Value equals or exceeds $
|
• |
if, and only if, the Reference Value is less than $
|
September 30, 2022
|
Quoted
Prices In
Active
Markets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
Marketable securities held in Trust Account
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Liabilities:
|
||||||||||||||||
Warrant liability – Private Placement Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Warrant liability – Public Warrants
|
|
|
|
|
||||||||||||
$
|
|
$
|
|
$
|
|
$
|
|
Initial Measurement
|
||||||||
September 30,
|
January 25,
|
|||||||
Input:
|
2022
|
2022
|
||||||
Risk-free interest rate
|
|
|
%
|
|||||
Term (in tears)
|
—
|
|
||||||
Expected volatility
|
|
|
%
|
|||||
Exercise price
|
$
|
|
$
|
|
||||
Stock price
|
$
|
|
$
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
may significantly dilute the equity interest of our existing investors, which dilution would increase if the anti-dilution provisions in the founder shares resulted in the issuance of shares of Class A common
stock on a greater than one-to-one basis upon conversion of the founder shares;
|
•
|
may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;
|
•
|
could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and
could result in the resignation or removal of our present officers and directors;
|
•
|
may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us;
|
•
|
may adversely affect prevailing market prices for our units, Class A common stock and/or warrants; and
|
•
|
may not result in adjustment to the exercise price of our warrants.
|
•
|
default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
|
•
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios
or reserves without a waiver or renegotiation of that covenant;
|
•
|
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
•
|
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
•
|
our inability to pay dividends on our common stock;
|
•
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures,
acquisitions and other general corporate purposes;
|
•
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
•
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
•
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1.A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. |
Defaults upon Senior Securities
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits.
|
Exhibit
|
|
|
Number
|
Description
|
|
Termination Agreement for Administrative Services Agreement, dated November 10, 2022, by and between the Company and Heartland Media, LLC.
|
||
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
101.INS*
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
101.SCH*
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
101.CAL*
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF*
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB*
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE*
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
104*
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document, which is contained in Exhibit 101).
|
Dated: November 10, 2022
|
HEARTLAND MEDIA ACQUISITION CORP.
|
|
By:
|
/s/ Robert S. Prather, Jr.
|
|
Name:
|
Robert S. Prather, Jr.
|
|
Title:
|
Chief Executive Officer
|
Heartland Media, LLC
|
November 10, 2022
|
3282 Northside Pkwy, Suite 275
|
|
Atlanta, GA 30327
|
1. |
Termination of the Administrative Services Agreement:
|
a. |
The parties mutually agree that the Administrative Services Agreement shall be, and hereby is, terminated effective immediately.
|
b. |
All monthly payments made by the Company to Heartland Media in the sum of $20,000 per month from the date of the Administrative Services Agreement to the Termination Date shall be refunded to the
Company no later than November 30, 2022.
|
2. |
Administrative Services Agreement Not Otherwise Amended or Altered: The
remaining provisions of the Administrative Services Agreement shall survive termination of the Administrative Services Agreement pursuant to this Agreement.
|
Very truly yours,
|
|||
HEARTLAND MEDIA ACQUISITION CORP.
|
|||
|
By: |
/s/ Robert S. Prather, Jr.
|
Name:
|
Robert S. Prather, Jr.
|
|||
Title:
|
Chief Executive Officer
|
|||
AGREED TO AND ACCEPTED BY:
|
||||
HEARTLAND MEDIA, LLC
|
||||
By:
|
/s/ Robert S. Prather, Jr
|
Name:
|
Robert S. Prather, Jr.
|
|
Title:
|
Managing Member
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 of Heartland Media Acquisition Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date: November 10, 2022
|
By:
|
/s/ Robert S. Prather, Jr.
|
Robert S. Prather, Jr.
|
||
Chief Executive Officer and Director
|
||
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 of Heartland Media Acquisition Corp.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
[Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313];
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Date: November 10, 2022
|
By:
|
/s/ Shawn Pack
|
Shawn Pack
|
||
Chief Financial Officer
|
||
(Principal Financial and Accounting Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: November 10, 2022
|
||
/s/ Robert S. Prather, Jr.
|
||
Name:
|
Robert S. Prather, Jr.
|
|
Title:
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: November 10, 2022
|
||
/s/ Shawn Pack
|
||
Name:
|
Shawn Pack
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - Class B Common Stock [Member] - shares |
Sep. 30, 2022 |
Mar. 31, 2022 |
---|---|---|
Common stock forfeited (in shares) | 219,518 | |
Over-Allotment Option [Member] | ||
Common stock forfeited (in shares) | 219,518 |
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) |
Common Stock [Member]
Class A Common Stock [Member]
|
Common Stock [Member]
Class A Common Stock [Member]
Over-Allotment Option [Member]
|
Common Stock [Member]
Class B Common Stock [Member]
|
Common Stock [Member]
Class B Common Stock [Member]
Over-Allotment Option [Member]
|
Additional Paid-in Capital [Member] |
Additional Paid-in Capital [Member]
Over-Allotment Option [Member]
|
Accumulated Deficit [Member] |
Accumulated Deficit [Member]
Over-Allotment Option [Member]
|
Total |
Over-Allotment Option [Member] |
---|---|---|---|---|---|---|---|---|---|---|
Beginning balance at Feb. 09, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Beginning balance (in shares) at Feb. 09, 2021 | 0 | 0 | ||||||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||
Class B common stock issued to Sponsor | $ 0 | $ 503 | 24,497 | 0 | 25,000 | |||||
Class B common stock issued to Sponsor (in shares) | 0 | 5,031,250 | ||||||||
Net income (loss) | $ 0 | $ 0 | 0 | (860) | (860) | |||||
Ending balance at Mar. 31, 2021 | $ 0 | $ 503 | 24,497 | (860) | 24,140 | |||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | 5,031,250 | ||||||||
Beginning balance at Feb. 09, 2021 | $ 0 | $ 0 | 0 | 0 | 0 | |||||
Beginning balance (in shares) at Feb. 09, 2021 | 0 | 0 | ||||||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (1,034) | |||||||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 503 | 24,497 | (1,034) | 23,966 | |||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 5,031,250 | ||||||||
Beginning balance at Mar. 31, 2021 | $ 0 | $ 503 | 24,497 | (860) | 24,140 | |||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | 5,031,250 | ||||||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 0 | $ 0 | 0 | (70) | (70) | |||||
Ending balance at Jun. 30, 2021 | $ 0 | $ 503 | 24,497 | (930) | 24,070 | |||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | 5,031,250 | ||||||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | $ 0 | $ 0 | 0 | (104) | (104) | |||||
Ending balance at Sep. 30, 2021 | $ 0 | $ 503 | 24,497 | (1,034) | 23,966 | |||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | 5,031,250 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 503 | 24,497 | (14,010) | 10,990 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 5,031,250 | ||||||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||
Sale of 17,500,000 units through public offering | $ 1,750 | $ 175 | $ 0 | $ 0 | 174,998,250 | $ 17,469,135 | 0 | $ 0 | 175,000,000 | $ 17,469,310 |
Sale of 17,500,000 units through public offering (in shares) | 17,500,000 | 1,746,931 | 0 | 0 | ||||||
Sale of 9,875,000 Private Placement Warrants | $ 0 | $ 0 | $ 0 | $ 0 | 9,875,000 | 786,119 | 0 | 0 | 9,875,000 | 786,119 |
Underwriters' discount | 0 | 0 | 0 | 0 | (3,500,000) | (349,386) | 0 | 0 | (3,500,000) | (349,386) |
Offering expenses reimbursed by underwriter | 0 | $ 0 | 0 | $ 0 | 437,500 | 43,673 | 0 | 0 | 437,500 | 43,673 |
Deferred underwriter Discount | 0 | 0 | (6,125,000) | $ (611,426) | 0 | $ 0 | (6,125,000) | $ (611,426) | ||
Offering costs closed to APIC | 0 | 0 | (1,570,209) | 0 | (1,570,209) | |||||
Warrant issuance costs | 0 | 0 | 788,506 | 0 | 788,506 | |||||
Incentives to bankers to participate in private placement | 0 | 0 | 805,493 | 0 | 805,493 | |||||
Warrant liability recognition | 0 | 0 | (11,188,109) | 0 | (11,188,109) | |||||
Initial classification of over-allotment liability | 0 | 0 | (226,132) | 0 | (226,132) | |||||
Forfeiture of 219,518 shares of Class B common stock | $ 0 | (22) | 22 | 0 | $ 0 | |||||
Forfeiture of 219,518 shares of Class B common stock (in shares) | 0 | (219,518) | ||||||||
Accretion for Class A common stock to redemption value | $ (1,925) | $ 0 | (181,531,144) | (15,747,974) | $ (197,281,043) | |||||
Remeasurement for Class A common stock to redemption value (in shares) | (19,246,931) | 0 | ||||||||
Net income (loss) | $ 0 | $ 0 | 0 | 6,772,842 | 6,772,842 | |||||
Ending balance at Mar. 31, 2022 | $ 0 | $ 481 | 126,789 | (8,989,142) | (8,861,872) | |||||
Ending balance (in shares) at Mar. 31, 2022 | 0 | 4,811,732 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 0 | $ 503 | 24,497 | (14,010) | 10,990 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 5,031,250 | ||||||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 8,323,721 | |||||||||
Ending balance at Sep. 30, 2022 | $ 0 | $ 481 | 126,789 | (8,233,288) | (8,106,018) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | 4,811,732 | ||||||||
Beginning balance at Mar. 31, 2022 | $ 0 | $ 481 | 126,789 | (8,989,142) | (8,861,872) | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 0 | 4,811,732 | ||||||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||
Accretion for Class A common stock to redemption value | $ 0 | $ 0 | 0 | (129,754) | (129,754) | |||||
Remeasurement for Class A common stock to redemption value (in shares) | 0 | 0 | ||||||||
Net income (loss) | $ 0 | $ 0 | 0 | 154,010 | 154,010 | |||||
Ending balance at Jun. 30, 2022 | $ 0 | $ 481 | 126,789 | (8,964,886) | (8,837,616) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 4,811,732 | ||||||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||
Accretion for Class A common stock to redemption value | $ 0 | $ 0 | 0 | (665,271) | (665,271) | |||||
Remeasurement for Class A common stock to redemption value (in shares) | 0 | 0 | ||||||||
Net income (loss) | $ 0 | $ 0 | 0 | 1,396,869 | 1,396,869 | |||||
Ending balance at Sep. 30, 2022 | $ 0 | $ 481 | $ 126,789 | $ (8,233,288) | $ (8,106,018) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 0 | 4,811,732 |
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical) - shares |
3 Months Ended | |||
---|---|---|---|---|
Feb. 07, 2022 |
Feb. 03, 2022 |
Mar. 31, 2022 |
Sep. 30, 2022 |
|
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Units issued (in shares) | 17,500,000 | |||
Warrants issued (in shares) | 9,875,000 | |||
Over-Allotment Option [Member] | ||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Units issued (in shares) | 1,746,931 | 1,746,931 | 1,746,931 | |
Warrants issued (in shares) | 786,119 | |||
Class B Ordinary Shares [Member] | ||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Common stock forfeited (in shares) | 219,518 | |||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Common stock forfeited (in shares) | 219,518 |
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) |
2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | ||
---|---|---|---|---|---|---|---|
Mar. 31, 2021 |
Sep. 30, 2022 |
Mar. 31, 2022 |
Sep. 30, 2021 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Dec. 31, 2021 |
|
Cash flows from operating activities: | |||||||
Net income (loss) | $ (860) | $ 1,396,869 | $ 6,772,842 | $ (104) | $ (1,034) | $ 8,323,721 | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Interest earned on marketable securities held in Trust Account | (896,394) | 0 | 0 | (1,175,892) | |||
Change in fair value of warrant liability | 0 | (8,956,805) | |||||
Change in over-allotment option liability | 0 | (99,343) | |||||
Warrant issuance costs | 0 | 788,506 | |||||
Changes in current assets and current liabilities: | |||||||
Prepaid expenses | 0 | (441,043) | |||||
Accrued offering costs and expenses | 860 | (329,810) | |||||
Income taxes payable | 0 | 212,495 | |||||
Net cash used in operating activities | (174) | (1,678,171) | |||||
Cash Flows from Investing Activities: | |||||||
Investment of cash in Trust Account | 0 | (197,281,043) | |||||
Net cash used in investing activities | 0 | (197,281,043) | |||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of Founder Shares | 25,000 | 0 | |||||
Proceeds from promissory note - related party | 1,000 | 0 | |||||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 171,500,000 | |||||
Proceeds from the partial exercise of over-allotment option, net of underwriting discounts paid | 0 | 17,906,043 | |||||
Proceeds from the sale of Private Placement Warrants | 0 | 9,875,000 | |||||
Proceeds from reimbursement by underwriters of offering costs | 0 | 481,174 | |||||
Receipt of overpayment from related party | 16,055 | ||||||
Payment of promissory note - related party | 0 | (142,124) | |||||
Payment of deferred offering costs | 0 | (168,675) | |||||
Net cash provided by financing activities | 26,000 | 199,467,473 | |||||
Net change in cash | 25,826 | 508,259 | |||||
Cash, beginning of the period | $ 0 | $ 25,722 | 0 | 25,722 | $ 0 | ||
Cash, end of the period | $ 533,981 | $ 25,826 | 25,826 | 533,981 | $ 25,722 | ||
Supplemental disclosure of noncash investing and financing activities: | |||||||
Deferred offering cost included in accrued offering costs | 273,380 | 0 | |||||
Initial value of Class A common stock subject to possible redemption | 0 | 197,281,043 | |||||
Remeasurement for Class A common stock to redemption amount | 0 | 795,025 | |||||
Payment of offering costs made by sponsor | 0 | 39,655 | |||||
Deferred underwriting fee payable | 0 | 6,736,426 | |||||
Deferred offering cost charged to Additional paid-in capital | $ 0 | $ 867,336 |
Organization and Business Operations |
9 Months Ended |
---|---|
Sep. 30, 2022 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations |
Note 1—Organization and Business Operations
Heartland Media Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on February 10, 2021. The Company was formed for
the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one
or more businesses or entities (the “Business Combination”). The Company has not selected any specific target business and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any
target business regarding a Business Combination with the Company.
As of September 30, 2022, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through September 30, 2022
relates to the Company’s formation and the IPO (as defined below), and since the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial
Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is Heartland Sponsor LLC, a Delaware limited liability company (the “Sponsor”).
The registration statement for the Company’s IPO was declared effective on January 20, 2022 (the “Effective Date”). On January 25, 2022, the Company consummated its
Initial Public Offering (“IPO”) of 17,500,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001
per share (the “Public Shares”), and
of one redeemable warrant of the Company (the “Public Warrants”). Each whole warrant is
exercisable to purchase one whole share of Class A common stock at $11.50 per share. The Units were sold at a price of $10.00 per
Unit, generating gross proceeds to the Company of $175,000,000, which is discussed in Note 3.Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 9,875,000 warrants (the “Private Placement Warrants”), at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $9,875,000,
which is discussed in Note 4.
On February 7, 2022, the Company issued an additional 1,746,931
Units in connection with the partial exercise by the underwriters of the IPO of their over-allotment option, generating gross proceeds of $17,469,310,
which is discussed in Note 3. Simultaneously with the closing of the underwriters’ partial exercise of the over-allotment option, the Company sold an additional 786,119 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, to the Sponsor
in a private placement (the “Over-allotment Private Placement” and, together with the Private Placement, the “Private Placements”) generating gross proceeds of $786,119, which is discussed in Note 4.
Transaction costs amounted to $11,801,638 consisting
of $3,849,386 of underwriting commissions, $6,736,426 of deferred underwriting commissions, $805,493 of incentives to two investors (see Note 4),
and $891,506 of other offering costs, partially offset by the reimbursement of $481,173 of offering expenses by the underwriters. The Company’s remaining cash after payment of the offering costs is held outside of the Trust Account (as defined below) for
working capital purposes.
The Company’s Business Combination must be with one
or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of
taxes payable) at the time of the signing of an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be
required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
Following the closing of the IPO on January 25, 2022 and the partial exercise of the over-allotment option on February 7, 2022, an amount of $197,281,043 ($10.25 per Unit) from the
net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”) and invested only in U.S. “government securities” with a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to
the Company to pay taxes, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (1) the completion of the initial Business Combination; (2) the redemption of any Public Shares properly
submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business
Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO or up to 21
months from the closing of the IPO at the election of the Company, subject to certain conditions, including the deposit of $1,750,000
(or $0.10 per unit) into the Trust Account or (B) with respect to any other provision relating to stockholders’ rights or pre-initial
Business Combination activity; and (3) the redemption of all of the Public Shares if the Company has not completed the initial Business Combination within 18 months from the closing of the IPO or during any Extension Period (as defined below), subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s
creditors, if any, which could have priority over the claims of the public stockholders.
The Company will provide the public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business
Combination either: (1) in connection with a stockholder meeting called to approve the initial Business Combination; or (2) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial
Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, as of
business days prior to the consummation of the initial Business Combination, including
interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is anticipated to be $10.25 per Public Share.The shares of common stock subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance
with Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company’s Class A common
stock is not a “penny stock” upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.
The Company has only 18 months from the closing of
the IPO to complete the initial Business Combination (the “Combination Period”) or up to 21 months from the closing of the IPO, until
July 25, 2023 (18 months) or up to October 25, 2023 (21 months), at the election of the Company, subject to certain conditions. If the Company has not completed the initial Business Combination within the Combination Period or during any
Extension Period, the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of taxes payable and less 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); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of
directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The Sponsor, officers and directors have agreed to: (1) waive their redemption rights with respect to their founder shares and any public shares held by them in
connection with the completion of the initial Business Combination; (2) waive their redemption rights with respect to their founder shares and any public shares held by them in connection with a stockholder vote to approve an amendment to the
Company’s amended and restated certificate of incorporation; and (3) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the Company fails to complete the initial Business
Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond 18 months as a result of either (a) at the election of the Company, an additional three months, subject to
certain conditions, including the deposit of $1,750,000 (or $0.10 per unit) into the Trust Account or (b) a stockholder vote to amend the Company’s amended and restated certificate of incorporation (any such additional period, an
“Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time
frame).
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the independent registered public
accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.25 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due
to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes (less up to $100,000
of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of
the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will
not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnification obligations. Given that the Sponsor’s only assets
are securities of the Company, the Sponsor may not be able to satisfy those indemnification obligations. The Company has not asked the Sponsor to reserve for such obligations.
Liquidity, Capital Resources and Going Concern
As of September 30, 2022, the Company had $533,981 in its operating bank account, and an adjusted working
capital surplus of $756,608, which excludes franchise taxes payable of $162,872, income tax payable of $212,495 and other allowed withdrawals of $5,500, of which such amounts can be paid from interest earned on the Trust Account. As of September 30, 2022, approximately $1,175,892 of the amount on deposit in the Trust Account represents interest income, which is available to pay the Company’s tax obligations.
The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However,
if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available
to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital Loans (as defined below) either to complete a Business Combination or because it becomes
obligated to redeem a significant number of the Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to
compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of its Business Combination. If the Company is unable to complete the Business Combination because it does not
have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional
financing in order to meet its obligations.
In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until July 25, 2023 (or up until October 25, 2023, at the election of the Company, subject to certain conditions described herein) to
consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension has not been requested by the
Sponsor and approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur and an
extension not be requested by the Sponsor, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or
liabilities should the Company be required to liquidate after July 25, 2023 (or after October 25, 2023, at the election of the Company, subject to certain conditions described herein). The Company intends to continue to search for and seek to complete a
Business Combination before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Quarterly Report on Form 10-Q.
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic 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 these unaudited condensed financial statements. The unaudited condensed 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 unaudited condensed 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 unaudited condensed financial statements.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR
Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly
traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the
fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the
fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other
guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. |
Significant Accounting Policies |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies |
Note 2—Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do
not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all
adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in
conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 31, 2022, and the Company’s prospectus for its IPO as filed with the SEC on January 24, 2022, as well as the
Company’s Current Report on Form 8-K, as filed with the SEC on February 1, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of
the results to be expected for the year ending December 31, 2022 or for any future periods.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or
private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Actual results could differ from those estimates.
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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more
significant accounting estimates included in the unaudited
condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ
significantly from those estimates.
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 Coverage of $250,000. The Company has not experienced losses on this account.
Marketable Securities Held in Trust Account
At September 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury
securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from
the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account
are determined using available market information.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. The Company held $533,981 and $25,722 in cash as of September 30, 2022 and December 31, 2021,
respectively.
Offering Costs
Deferred offering costs consisted of legal expenses incurred through the balance sheet date that are directly related to the IPO.
Deferred offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to the total proceeds received. Upon completion of the IPO, offering costs associated with warrant
liability were expensed and presented as non-operating expenses in the unaudited condensed statements of operations, and offering costs associated with the common stock were charged to the temporary equity.
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin
Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs
directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company
incurred offering costs amounting to $11,801,638 as a result of the IPO (consisting of $3,849,386 of underwriting commissions, $6,736,426 of deferred
underwriting commissions, $805,493 of incentives to two investors (see Note 4), and $891,506 of other offering costs, partially offset by the reimbursement of $481,173
of offering expenses by the underwriters). The Company immediately expensed $788,506 of offering costs in connection with the warrant
liability.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in
the condensed balance sheets, primarily due to its short-term nature.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market
participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair
value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in
accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair
value reported in the unaudited condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting
period. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
The accounting treatment of derivative financial instruments required that the Company record a derivative liability upon the closing of the IPO. Accordingly, the
Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date.
With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations. The Company will reassess the classification at each
balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
Class A Common Stock Subject to Possible Redemption
The Company’s Class A common stock that was sold as part of the Units in the IPO contains a redemption feature which allows for the redemption of such Public Shares
in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies such Public Shares subject to
redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO were issued with Public Warrants and as such, the initial carrying value
of Public Shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value
at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Company does not adjust the redemption value for
dissolution expenses until it is probable that the Company will liquidate.
As of September 30, 2022, the amount
of Public Shares reflected on the condensed balance sheets are reconciled in the following table:
Net Income (Loss) Per Common stock
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average
number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
The calculation of diluted income (loss) per share does
not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,284,584 shares of Class A common stock in the aggregate. As of September 30, 2022 and December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the
Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented.
The following table reflects the calculation of basic and
diluted net income (loss) per common stock (in dollars, except per share amounts):
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and
liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of
deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it.
The Company’s effective tax rate was
11.17% and 0% for the
three months ended September 30, 2022 and 2021, respectively, and 2.49% and 0% for the nine months ended September 30, 2022 and for the period from February 10, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the
statutory tax rate of 21% for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021
and for the period from February 10, 2021 (inception) through September 30, 2021, primarily due to changes in fair value in warrant liability, transaction costs allocated to warrants and the valuation allowance on the deferred tax assets.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon
examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no
amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities
since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the
total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own
Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible
instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding
instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting
company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is
currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the
Company’s financial statements.
|
Initial Public Offering |
9 Months Ended |
---|---|
Sep. 30, 2022 | |
Initial Public Offering [Abstract] | |
Initial Public Offering |
Note 3—Initial Public Offering
On January 25, 2022, the Company sold 17,500,000
Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock, and
of one redeemable warrant.
Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment.On February 7, 2022, the Company issued an additional 1,746,931
Units in connection with the partial exercise by the underwriters of their over-allotment option, generating gross proceeds of $17,469,310.
Following the closing of the IPO on January 25, 2022 and the partial exercise of the over-allotment option on February 7, 2022, an amount of $197,281,043 ($10.25 per Unit) from the
net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act which invest only in direct U.S. government treasury obligations.
|
Private Placement |
9 Months Ended |
---|---|
Sep. 30, 2022 | |
Private Placement [Abstract] | |
Private Placement |
Note 4—Private Placement
Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 9,875,000 Private Placement Warrants at a price of $1.00 per Private
Placement Warrant ($9,875,000 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. Each
whole Private Placement Warrant is exercisable to purchase one whole share of common stock at a price of $11.50 per share.
Simultaneously with the closing of the underwriters’ partial exercise of the over-allotment option, the Company sold an additional 786,119 Private Placement Warrants, at a price of $1.00
per Private Placement Warrant, to the Sponsor in a private placement, generating gross proceeds of $786,119.
The Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. If the Private Placement
Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units sold in the
IPO.
On December 9, 2021, two investors affiliated with an
employee of an affiliate of an underwriter of the Company’s IPO committed to purchase a total of 85,800 units in the Sponsor (the
“Sponsor Units”) at a price of $5.00 per Sponsor Unit, for total proceeds to the Sponsor of $429,000. Each Sponsor Unit relates to a membership interest in the Sponsor consisting of 1.75 shares of Class B common stock, par value $0.0001 per share, of the
Company and 4.9375 Private Placement Warrants of the Company. Upon the IPO, the excess of the fair value of the membership interests
transferred over the purchase price of $891,506 was accounted for as offering costs in connection with the private placement and
immediately expensed.
|
Related Party Transactions |
9 Months Ended |
---|---|
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions |
Note 5—Related Party Transactions
Founder Shares
On March 4, 2021, the Sponsor purchased 7,187,500
founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On October 27, 2021, the Sponsor surrendered 1,437,500
founder shares for no consideration, resulting in 5,750,000 shares outstanding of which 750,000 were subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. On January 14, 2022, the Sponsor surrendered 718,750 founder shares for no
consideration, resulting in 5,031,250 shares outstanding of which 656,250 were subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. Prior to the initial investment in the Company of $25,000 by its Sponsor, the Company had no assets, tangible or intangible. The number of founder shares issued was based on the expectation that the
founder shares would represent 20% of the outstanding shares after the IPO. Up to 656,250 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. As a result of the
underwriters’ election to partially exercise their over-allotment option on February 3, 2022, 436,732 shares of Class B common stock
are no longer subject to forfeiture and 219,518 were forfeited.
The initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination; or (B) the date on which the Company completes a liquidation, merger, capital stock
exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock-up”).
Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any founder shares. Notwithstanding the foregoing, if the last reported sale price of the Class A common stock
equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for
any 20 trading days within any 30-trading
day period commencing at least 150 days after the initial Business Combination, the founder shares will be released from the Lock-up.
Promissory Note—Related Party
The Company’s Sponsor agreed to loan the Company up to $300,000
to be used for a portion of the expenses of the IPO. The loan was non-interest bearing, unsecured and due at the earlier of June 30, 2022 or the closing of the IPO.
The loan was repaid in full upon the closing of the IPO. The Company overpaid $16,055, which was returned by the Sponsor. As of September 30, 2022 and December 31, 2021, $0 and $86,414 were outstanding under
the promissory note, respectively.
Related Party Loans
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate
of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company may
repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00
per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsor. At September 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.
Administrative Support Agreement
Subsequent to the closing of the IPO, the Company agreed to pay an affiliate of the Sponsor a total of $20,000 per month for office space, administrative and support services. The Company initially agreed to pay these monthly fees until the earlier of the completion of the
initial Business Combination or the Company’s liquidation. For the three and nine months ended September 30, 2022, the Company incurred $0 and $107,742, respectively, in fees
for these services. For the three months ended September 30, 2021 and for the period from February 10, 2021 (inception) through September 30, 2021, the Company did not incur any fees for these services. On August 1, 2022, the affiliate of the Sponsor agreed to waive all future administrative fees and reimbursed all previously paid
administrative fees on September 21, 2022, and on November 10, 2022, the Company and the affiliate of the Sponsor entered into the termination agreement for the administrative services agreement to effect such agreement and terminate the
administrative services agreement. See Part II. Item 5 below for additional information.
|
Commitments and Contingencies |
9 Months Ended |
---|---|
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies |
Note 6—Commitments and Contingencies
Registration Rights
The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common
stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights
agreement entered into in connection with the closing of the IPO requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to shares of Class A common stock). The holders of these
securities are entitled to make up to three demands, excluding short form registration demands, that the Company registers such
securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register
for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The underwriters had a 45-day option from the date of
the IPO to purchase up to an additional 2,625,000 Units to cover over-allotments, if any. The underwriters partially exercised their
over-allotment option on February 3, 2022 to purchase an additional 1,746,931 Units at a price of $10.00 per Unit.
The underwriters received a cash underwriting discount of $3,500,000
upon the IPO and $349,386 upon the partial exercise of the over-allotment option.
Additionally, the underwriters are entitled to a deferred underwriting discount of $6,736,426, upon the completion of the Company's initial Business Combination.
Contingent Fee Arrangement
On July 7, 2022, the Company entered into an agreement with a vendor to provide
financial advisory services in connection with a potential Business Combination. The agreement calls for the Company to pay a fee upon the closing of a Business Combination with a company that was identified by the vendor. The agreement
further specifies that the fee will be 1% of the transaction consideration in the event of a successful Business Combination with a
minimum fee of $2.5 million. The fees are payable upon the consummation of a successful Business Combination.
|
Warrant Liability |
9 Months Ended | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2022 | |||||||||||||||||||||||||
Warrant Liability [Abstract] | |||||||||||||||||||||||||
Warrant Liability |
Note 7—Warrant Liability
As of September 30, 2022, there were 9,623,465 Public
Warrants outstanding. No warrants were outstanding as of December 31, 2021. Each warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional shares of the Class A common stock or equity-linked securities for capital
raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20
per share of the Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any
founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business
Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A common stock during the 20-trading
day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “market value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the market value and the newly issued price, and the $18.00
per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the market value and
the newly issued price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the
higher of the market value and the newly issued price.
The warrants will become exercisable on the later of 12
months from the closing of the Company’s IPO or 30 days after the completion of its initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or
liquidation.
The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to
those shares of Class A common stock is available, subject to the Company satisfying its obligations described below with respect to registration, or such warrant may be exercised on a cashless basis in accordance with the terms of the warrant
agreement. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is
registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the
holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and may expire worthless. In no event will the Company be required to net cash settle any warrants. In the event that a warrant is not
exercisable, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit.
The Company has not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon
as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will
use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its
commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial
Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the redemption or expiration of the warrants in accordance with the provisions of the warrant agreement.
Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange and, as such, does not satisfy the definition of a “covered security” under Section 18(b)(1) of the
Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the
Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If
a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th
business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration
statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of
Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” of the Company’s Class
A common stock over the exercise price of the warrants by (y) the fair market value and (B) the product of 0.361 and the number of
warrants surrendered by such holder, subject to adjustment. The “fair market value” as used in this paragraph shall mean the average of the volume-weighted average price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent.
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00
Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):
Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00
Once the warrants become exercisable, the Company may redeem the outstanding warrants:
The Company accounted for the 20,284,584 warrants
issued in connection with the IPO and underwriters’ partial exercise of their over-allotment option (the 9,623,465 Public Warrants and
the 10,661,119 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that
because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to
re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations.
|
Stockholders' (Deficit) Equity |
9 Months Ended |
---|---|
Sep. 30, 2022 | |
Stockholders' (Deficit) Equity [Abstract] | |
Stockholders' (Deficit) Equity |
Note 8—Stockholders’ (Deficit) Equity
Preferred Stock
The Company is authorized to issue 2,500,000 shares
of preferred stock with a par value of $0.0001 per share. At September 30, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding.
Class A Common Stock
The Company is authorized to issue 250,000,000 shares
of Class A common stock with a par value of $0.0001 per share. At September 30, 2022, there were 19,246,931 shares of Class A common stock issued and outstanding subject to possible redemption and presented as temporary equity. At December 31,
2021, there were no shares of Class A common stock issued and outstanding.
Class B Common Stock
The Company is authorized to issue 25,000,000 shares
of Class B common stock with a par value of $0.0001 per share. On March 4, 2021, the Sponsor purchased 7,187,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On October 27, 2021, the Sponsor
surrendered 1,437,500 founder shares for no
consideration, resulting in 5,750,000 shares outstanding of which 750,000 were subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. On January 14, 2022, the Sponsor surrendered 718,750 founder shares for no
consideration, resulting in 5,031,250 shares outstanding of which 656,250 were subject to forfeiture in the event the underwriters’ over-allotment option was not exercised. Prior to the initial investment in the Company of $25,000 by its Sponsor, the Company had no assets, tangible or intangible. The number of founder shares issued was based on the expectation that the
founder shares would represent 20% of the outstanding shares after the IPO. As a result of the underwriters’ election to partially
exercise their over-allotment option on February 3, 2022, 436,732 shares of Class B common stock are no longer subject to forfeiture
and 219,518 were forfeited.
The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further
adjustment, as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amount issued in the IPO and related to the closing of the
initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive
such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the aggregate number of all shares of common stock outstanding upon the completion of the IPO, plus the aggregate number of shares of Class A
common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, an affiliate of the Sponsor or any of the Company’s officers or directors.
|
Fair Value Measurements |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
Note 9 - Fair Value Measurements
The following table
presents information about the Company’s liabilities that are measured at fair value on September 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
The Private
Placement Warrants and Public Warrants were accounted for as liability in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheets. The warrant liability is measured at fair value at inception and on a
recurring basis, with changes in fair value presented within change in fair value of warrant liability in the unaudited condensed statements of operations.
The key inputs into the Monte Carlo simulation models
were as follows at September 30, 2022 and January 25, 2022 (initial measurement date):
The Company’s Public Warrants began separately trading on March 14, 2022. After this date, the Public Warrant values per share were based
on the observed trading prices of the Public Warrants as of each balance sheet date. The fair value of the Public Warrant liability is classified as Level 1 as of September 30, 2022.
Initially and through June 30, 2022, the Private Placement Warrants
were valued using a Monte Carlo model, which is considered to be a Level 3 fair value measurement due to the use of unobservable inputs. The subsequent measurement of the Private Placement Warrants is classified as Level 2 due to the use
of an observable market quote for a similar asset in an active market. The estimated fair value of the Private Placement Warrants transferred from a Level 3 fair value measurement to a Level 2 fair value measurement during the three and
nine months ended September 30, 2022 was $1,172,723.
|
Subsequent Events |
9 Months Ended |
---|---|
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events |
Note 10—Subsequent
Events
The Company
evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than as described below, the Company did not identify any subsequent
events that would have required adjustment or disclosure in the unaudited condensed financial statements.
Termination of Administrative Services Agreement
On August 1, 2022, Heartland Media, LLC, an affiliate of the Sponsor, agreed
to waive all future administrative fees and reimburse all previously paid administrative fees under the administrative services agreement, dated January 20, 2022, by and between the Company and Heartland Media, LLC, and on November 10,
2022, the Company and Heartland Media, LLC entered into a termination agreement for the administrative services agreement (the “Termination Agreement”) to effect such agreement and terminate the administrative services agreement effective
on the date of the signing of the Termination Agreement.
|
Significant Accounting Policies (Policies) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation |
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of
America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do
not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all
adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in
conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 31, 2022, and the Company’s prospectus for its IPO as filed with the SEC on January 24, 2022, as well as the
Company’s Current Report on Form 8-K, as filed with the SEC on February 1, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of
the results to be expected for the year ending December 31, 2022 or for any future periods.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Use of Estimates |
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Actual results could differ from those estimates.
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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more
significant accounting estimates included in the unaudited
condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ
significantly from those estimates.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 Coverage of $250,000. The Company has not experienced losses on this account.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Marketable Securities Held in Trust Account |
Marketable Securities Held in Trust Account
At September 30, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury
securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from
the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in Trust Account
are determined using available market information.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and December 31, 2021. The Company held $533,981 and $25,722 in cash as of September 30, 2022 and December 31, 2021,
respectively.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Offering Costs |
Offering Costs
Deferred offering costs consisted of legal expenses incurred through the balance sheet date that are directly related to the IPO.
Deferred offering costs were allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to the total proceeds received. Upon completion of the IPO, offering costs associated with warrant
liability were expensed and presented as non-operating expenses in the unaudited condensed statements of operations, and offering costs associated with the common stock were charged to the temporary equity.
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin
Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s).” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs
directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company
incurred offering costs amounting to $11,801,638 as a result of the IPO (consisting of $3,849,386 of underwriting commissions, $6,736,426 of deferred
underwriting commissions, $805,493 of incentives to two investors (see Note 4), and $891,506 of other offering costs, partially offset by the reimbursement of $481,173
of offering expenses by the underwriters). The Company immediately expensed $788,506 of offering costs in connection with the warrant
liability.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in
the condensed balance sheets, primarily due to its short-term nature.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market
participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair
value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Financial Instruments |
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in
accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair
value reported in the unaudited condensed statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting
period. Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
The accounting treatment of derivative financial instruments required that the Company record a derivative liability upon the closing of the IPO. Accordingly, the
Company classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date.
With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations. The Company will reassess the classification at each
balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Common Stock Subject to Possible Redemption |
Class A Common Stock Subject to Possible Redemption
The Company’s Class A common stock that was sold as part of the Units in the IPO contains a redemption feature which allows for the redemption of such Public Shares
in connection with the Company’s liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies such Public Shares subject to
redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the IPO were issued with Public Warrants and as such, the initial carrying value
of Public Shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value
at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. The Company does not adjust the redemption value for
dissolution expenses until it is probable that the Company will liquidate.
As of September 30, 2022, the amount
of Public Shares reflected on the condensed balance sheets are reconciled in the following table:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income (Loss) Per Common stock |
Net Income (Loss) Per Common stock
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average
number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.
The calculation of diluted income (loss) per share does
not consider the effect of the warrants issued in connection with the (i) IPO, and (ii) Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,284,584 shares of Class A common stock in the aggregate. As of September 30, 2022 and December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the
Company. As a result, diluted net income (loss) per common stock is the same as basic net income (loss) per common stock for the periods presented.
The following table reflects the calculation of basic and
diluted net income (loss) per common stock (in dollars, except per share amounts):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and
liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of
deferred tax assets will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it.
The Company’s effective tax rate was
11.17% and 0% for the
three months ended September 30, 2022 and 2021, respectively, and 2.49% and 0% for the nine months ended September 30, 2022 and for the period from February 10, 2021 (inception) through September 30, 2021, respectively. The effective tax rate differs from the
statutory tax rate of 21% for the three and nine months ended September 30, 2022, for the three months ended September 30, 2021
and for the period from February 10, 2021 (inception) through September 30, 2021, primarily due to changes in fair value in warrant liability, transaction costs allocated to warrants and the valuation allowance on the deferred tax assets.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and
measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon
examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no
amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities
since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the
total amount of unrecognized tax benefits will materially change over the next twelve months.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recent Accounting Pronouncements |
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own
Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible
instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding
instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting
company, ASU 2020-06 is effective January 1, 2024 for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is
currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the
Company’s financial statements.
|
Significant Accounting Policies (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Common Stock Subject to Possible Redemption |
As of September 30, 2022, the amount
of Public Shares reflected on the condensed balance sheets are reconciled in the following table:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Loss per Common Share |
The following table reflects the calculation of basic and
diluted net income (loss) per common stock (in dollars, except per share amounts):
|
Fair Value Measurements (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liabilities Measured at Fair Value |
The following table
presents information about the Company’s liabilities that are measured at fair value on September 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Level 3 Fair Value Measurement Inputs |
The key inputs into the Monte Carlo simulation models
were as follows at September 30, 2022 and January 25, 2022 (initial measurement date):
|
Organization and Business Operations, Summary (Details) |
3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | ||||
---|---|---|---|---|---|---|---|---|
Feb. 07, 2022
USD ($)
$ / shares
shares
|
Feb. 03, 2022
$ / shares
shares
|
Jan. 25, 2022
USD ($)
$ / shares
shares
|
Mar. 31, 2022
shares
|
Sep. 30, 2021
USD ($)
|
Sep. 30, 2022
USD ($)
Business
$ / shares
shares
|
Dec. 31, 2021
USD ($)
$ / shares
|
Feb. 17, 2021
USD ($)
|
|
Description of Organization and Business Operations [Abstract] | ||||||||
Units issued (in shares) | shares | 17,500,000 | |||||||
Gross proceeds from initial public offering | $ 175,000,000 | $ 0 | $ 171,500,000 | |||||
Warrants issued (in shares) | shares | 9,875,000 | |||||||
Gross proceeds from private placement | 0 | 9,875,000 | ||||||
Deferred underwriting commissions | 6,736,426 | |||||||
Reimbursement of offering expenses by underwriters | 481,173 | |||||||
Cash deposited in Trust Account | $ 1,750,000 | $ 0 | $ 197,281,043 | |||||
Cash deposited in Trust Account per Unit (in dollars per share) | $ / shares | $ 0.1 | |||||||
Period of prior to completion of the Business Combination | 2 days | |||||||
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100.00% | |||||||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | |||||||
Minimum [Member] | ||||||||
Description of Organization and Business Operations [Abstract] | ||||||||
Number of operating businesses included in initial Business Combination | Business | 1 | |||||||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80.00% | |||||||
Post-transaction ownership percentage of the target business | 50.00% | |||||||
Period to complete Business Combination from closing of Initial Public Offering | 18 months | |||||||
Maximum [Member] | ||||||||
Description of Organization and Business Operations [Abstract] | ||||||||
Period to complete Business Combination from closing of Initial Public Offering | 21 months | |||||||
Interest from Trust Account that can be held to pay dissolution expenses | $ 100,000 | |||||||
Private Placement Warrants [Member] | ||||||||
Description of Organization and Business Operations [Abstract] | ||||||||
Share price (in dollars per share) | $ / shares | $ 1 | |||||||
Warrants issued (in shares) | shares | 9,875,000 | 10,661,119 | ||||||
Gross proceeds from private placement | $ 9,875,000 | |||||||
Public Warrants [Member] | ||||||||
Description of Organization and Business Operations [Abstract] | ||||||||
Warrants issued (in shares) | shares | 9,623,465 | |||||||
Number of securities included in each Unit (in shares) | shares | 0.50 | |||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.5 | |||||||
Class A Common Stock [Member] | ||||||||
Description of Organization and Business Operations [Abstract] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Number of securities included in each Unit (in shares) | shares | 1 | |||||||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | |||||||
Class A Common Stock [Member] | Public Shares [Member] | ||||||||
Description of Organization and Business Operations [Abstract] | ||||||||
Number of securities included in each Unit (in shares) | shares | 1 | |||||||
Initial Public Offering [Member] | ||||||||
Description of Organization and Business Operations [Abstract] | ||||||||
Units issued (in shares) | shares | 17,500,000 | |||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||
Gross proceeds from initial public offering | $ 192,469,310 | |||||||
Warrants issued (in shares) | shares | 20,284,584 | |||||||
Transaction costs | $ 11,801,638 | |||||||
Underwriting commission | 3,849,386 | |||||||
Deferred underwriting commissions | 6,736,426 | |||||||
Other offering costs | 891,506 | |||||||
Reimbursement of offering expenses by underwriters | $ 481,173 | |||||||
Initial Public Offering [Member] | Class A Common Stock [Member] | Public Shares [Member] | ||||||||
Description of Organization and Business Operations [Abstract] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Initial Public Offering [Member] | Investors [Member] | ||||||||
Description of Organization and Business Operations [Abstract] | ||||||||
Offering costs | $ 805,493 | |||||||
Over-Allotment Option [Member] | ||||||||
Description of Organization and Business Operations [Abstract] | ||||||||
Units issued (in shares) | shares | 1,746,931 | 1,746,931 | 1,746,931 | |||||
Share price (in dollars per share) | $ / shares | $ 10 | $ 10.25 | ||||||
Gross proceeds from initial public offering | $ 17,469,310 | $ 197,281,043 | ||||||
Warrants issued (in shares) | shares | 786,119 | |||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||||||
Description of Organization and Business Operations [Abstract] | ||||||||
Units issued (in shares) | shares | 1,746,931 | |||||||
Share price (in dollars per share) | $ / shares | $ 10.25 | $ 1 | ||||||
Gross proceeds from initial public offering | $ 197,281,043 | |||||||
Warrants issued (in shares) | shares | 786,119 | |||||||
Gross proceeds from private placement | $ 17,469,310 | $ 786,119 |
Organization and Business Operations, Liquidity and Capital Resources (Details) - USD ($) |
Sep. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Liquidity, Capital Resources and Going Concern [Abstract] | ||
Cash at bank | $ 533,981 | $ 25,722 |
Working capital surplus | 756,608 | |
Franchise taxes payable | 162,872 | |
Income tax payable | 212,495 | $ 0 |
Other allowed withdrawals | 5,500 | |
Cash held in Trust Account | $ 1,175,892 |
Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) |
Sep. 30, 2022 |
Dec. 31, 2021 |
---|---|---|
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
Cash | $ 533,981 | $ 25,722 |
Significant Accounting Policies, Offering Costs Associated with the Initial Public Offering (Details) - USD ($) |
3 Months Ended | 9 Months Ended | |
---|---|---|---|
Jan. 25, 2022 |
Mar. 31, 2022 |
Sep. 30, 2022 |
|
Offering Costs Associated with the Initial Public Offering [Abstract] | |||
Deferred underwriting commissions | $ 6,736,426 | ||
Reimbursement of offering expenses by underwriters | $ 481,173 | ||
Warrant issuance costs | $ 788,506 | ||
Incentives to bankers investors | $ 805,493 | ||
Initial Public Offering [Member] | |||
Offering Costs Associated with the Initial Public Offering [Abstract] | |||
Transaction costs | $ 11,801,638 | ||
Underwriting commission | 3,849,386 | ||
Deferred underwriting commissions | 6,736,426 | ||
Other offering costs | 891,506 | ||
Reimbursement of offering expenses by underwriters | 481,173 | ||
Warrant issuance costs | 788,506 | ||
Initial Public Offering [Member] | Investors [Member] | |||
Offering Costs Associated with the Initial Public Offering [Abstract] | |||
Offering costs | $ 805,493 |
Significant Accounting Policies, Class A Common Stock Subject to Possible Redemption (Details) - USD ($) |
8 Months Ended | 9 Months Ended | 11 Months Ended | |
---|---|---|---|---|
Jan. 25, 2022 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Dec. 31, 2021 |
|
Common Stock Subject to Possible Redemption [Abstract] | ||||
Gross proceeds | $ 175,000,000 | $ 0 | $ 171,500,000 | |
Less: Class A common stock issuance costs | $ 0 | (168,675) | ||
Class A common stock subject to possible redemption | 198,076,068 | $ 0 | ||
Initial Public Offering [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Gross proceeds | 192,469,310 | |||
Add: Remeasurement of carrying value to redemption value | 795,025 | 20,960,700 | ||
Initial Public Offering [Member] | Public Warrants [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Less: Proceeds allocated to liability classified warrants and over-allotment | (5,514,364) | |||
Initial Public Offering [Member] | Class A Common Stock [Member] | ||||
Common Stock Subject to Possible Redemption [Abstract] | ||||
Less: Class A common stock issuance costs | (10,634,603) | |||
Class A common stock subject to possible redemption | $ 198,076,068 | $ 197,281,043 |
Significant Accounting Policies, Net Income (Loss) Per Common Stock (Details) - USD ($) |
3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|---|
Sep. 30, 2022 |
Sep. 30, 2021 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Dec. 31, 2021 |
|||
Significant Accounting Policies [Abstract] | |||||||
Anti dilutive securities that are excluded from earnings (in shares) | 0 | 0 | |||||
Basic and diluted net income (loss) per common stock [Abstract] | |||||||
Warrants outstanding (in shares) | 9,623,465 | 9,623,465 | 0 | ||||
Class A Common Stock [Member] | |||||||
Basic and diluted net income (loss) per common stock [Abstract] | |||||||
Warrants outstanding (in shares) | 20,284,584 | 20,284,584 | |||||
Numerator [Abstract] | |||||||
Allocation of net income (loss), as adjusted, basic | $ 1,117,495 | $ 0 | $ 0 | $ 6,543,902 | |||
Allocation of net income (loss), as adjusted, diluted | $ 1,117,495 | $ 0 | $ 0 | $ 6,543,902 | |||
Denominator [Abstract] | |||||||
Basic weighted-average shares outstanding (in shares) | 19,246,931 | 0 | 0 | 17,497,302 | |||
Diluted weighted-average shares outstanding (in shares) | 19,246,931 | 0 | 0 | 17,497,302 | |||
Basic net income (loss) per common stock (in dollars per share) | $ 0.06 | $ 0 | $ 0 | $ 0.37 | |||
Diluted net income (loss) per common stock (in dollars per share) | $ 0.06 | $ 0 | $ 0 | $ 0.37 | |||
Class B Common Stock [Member] | |||||||
Numerator [Abstract] | |||||||
Allocation of net income (loss), as adjusted, basic | $ 279,374 | $ (104) | $ (1,034) | $ 1,779,819 | |||
Allocation of net income (loss), as adjusted, diluted | $ 279,374 | $ (104) | $ (1,034) | $ 1,795,305 | |||
Denominator [Abstract] | |||||||
Basic weighted-average shares outstanding (in shares) | [1] | 4,811,732 | 4,375,000 | 4,375,000 | 4,758,940 | ||
Diluted weighted-average shares outstanding (in shares) | [1] | 4,811,732 | 4,375,000 | 4,375,000 | 4,811,732 | ||
Basic net income (loss) per common stock (in dollars per share) | $ 0.06 | $ 0 | $ 0 | $ 0.37 | |||
Diluted net income (loss) per common stock (in dollars per share) | $ 0.06 | $ 0 | $ 0 | $ 0.37 | |||
|
Significant Accounting Policies, Income Taxes (Details) - USD ($) |
3 Months Ended | 8 Months Ended | 9 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2022 |
Sep. 30, 2021 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Dec. 31, 2021 |
|
Income Taxes [Abstract] | |||||
Effective tax rate | 11.17% | 0.00% | 0.00% | 2.49% | |
Statutory federal income tax rate | 21.00% | 21.00% | 21.00% | 21.00% | |
Unrecognized tax benefits | $ 0 | $ 0 | $ 0 | ||
Accrued interest and penalties | $ 0 | $ 0 | $ 0 |
Initial Public Offering (Details) - USD ($) |
3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |||
---|---|---|---|---|---|---|---|
Feb. 07, 2022 |
Feb. 03, 2022 |
Jan. 25, 2022 |
Mar. 31, 2022 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Dec. 31, 2021 |
|
Initial Public Offering [Abstract] | |||||||
Units issued (in shares) | 17,500,000 | ||||||
Gross proceeds from initial public offering | $ 175,000,000 | $ 0 | $ 171,500,000 | ||||
Maturity of money market funds meeting | 180 days | ||||||
Public Warrants [Member] | |||||||
Initial Public Offering [Abstract] | |||||||
Number of securities included in Unit (in shares) | 0.50 | ||||||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||||||
Class A Common Stock [Member] | |||||||
Initial Public Offering [Abstract] | |||||||
Number of securities included in Unit (in shares) | 1 | ||||||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||||||
Initial Public Offering [Member] | |||||||
Initial Public Offering [Abstract] | |||||||
Units issued (in shares) | 17,500,000 | ||||||
Share price (in dollars per share) | $ 10 | ||||||
Gross proceeds from initial public offering | $ 192,469,310 | ||||||
Over-Allotment Option [Member] | |||||||
Initial Public Offering [Abstract] | |||||||
Units issued (in shares) | 1,746,931 | 1,746,931 | 1,746,931 | ||||
Share price (in dollars per share) | $ 10 | $ 10.25 | |||||
Gross proceeds from initial public offering | $ 17,469,310 | $ 197,281,043 |
Private Placement (Details) |
3 Months Ended | 8 Months Ended | 9 Months Ended | |||||
---|---|---|---|---|---|---|---|---|
Feb. 07, 2022
USD ($)
shares
|
Feb. 03, 2022
$ / shares
shares
|
Jan. 25, 2022
USD ($)
$ / shares
shares
|
Dec. 09, 2021
USD ($)
Investor
$ / shares
shares
|
Mar. 31, 2022
shares
|
Sep. 30, 2021
USD ($)
|
Sep. 30, 2022
USD ($)
|
Mar. 04, 2021
$ / shares
|
|
Private Placement [Abstract] | ||||||||
Warrants issued (in shares) | 9,875,000 | |||||||
Proceeds from private placement of warrants | $ | $ 0 | $ 9,875,000 | ||||||
Units issued (in shares) | 17,500,000 | |||||||
Gross proceeds from initial public offering | $ | $ 175,000,000 | $ 0 | $ 171,500,000 | |||||
Class A Ordinary Share [Member] | ||||||||
Private Placement [Abstract] | ||||||||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||||||
Number of securities included in Unit (in shares) | 1 | |||||||
Private Placement Warrants [Member] | ||||||||
Private Placement [Abstract] | ||||||||
Notice period to redeem warrants | 30 days | |||||||
Sponsor [Member] | ||||||||
Private Placement [Abstract] | ||||||||
Share price (in dollars per share) | $ / shares | $ 5 | $ 0.003 | ||||||
Units issued (in shares) | 85,800 | |||||||
Number of investors | Investor | 2 | |||||||
Proceeds from issuance of Units | $ | $ 429,000 | |||||||
Excess of fair value of warrants over purchase price | $ | $ 891,506 | |||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||||
Private Placement [Abstract] | ||||||||
Share price (in dollars per share) | $ / shares | $ 0.003 | |||||||
Number of securities included in Unit (in shares) | 1.75 | |||||||
Number of securities included in Unit (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||
Private Placement [Abstract] | ||||||||
Number of securities included in Unit (in shares) | 4.9375 | |||||||
Over-Allotment Option [Member] | ||||||||
Private Placement [Abstract] | ||||||||
Warrants issued (in shares) | 786,119 | |||||||
Share price (in dollars per share) | $ / shares | $ 10 | $ 10.25 | ||||||
Units issued (in shares) | 1,746,931 | 1,746,931 | 1,746,931 | |||||
Gross proceeds from initial public offering | $ | $ 17,469,310 | $ 197,281,043 | ||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||||||
Private Placement [Abstract] | ||||||||
Share price (in dollars per share) | $ / shares | $ 1 | |||||||
Units issued (in shares) | 786,119 | |||||||
Gross proceeds from initial public offering | $ | $ 786,119 | |||||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||||
Private Placement [Abstract] | ||||||||
Warrants issued (in shares) | 9,875,000 | |||||||
Share price (in dollars per share) | $ / shares | $ 1 | |||||||
Proceeds from private placement of warrants | $ | $ 9,875,000 | |||||||
Private Placement [Member] | Private Placement Warrants [Member] | Class A Ordinary Share [Member] | ||||||||
Private Placement [Abstract] | ||||||||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 11.5 |
Related Party Transactions, Founder Shares (Details) - USD ($) |
3 Months Ended | 8 Months Ended | 9 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|
Feb. 03, 2022 |
Jan. 14, 2022 |
Oct. 27, 2021 |
Mar. 04, 2021 |
Mar. 31, 2022 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Dec. 31, 2021 |
Dec. 09, 2021 |
|
Founder Shares [Abstract] | |||||||||
Proceeds from issuance of common stock | $ 25,000 | $ 0 | |||||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | ||||||||
Number of shares forfeited (in shares) | 219,518 | ||||||||
Threshold trading days | 20 days | ||||||||
Class A Ordinary Share [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Common stock, shares issued (in shares) | 0 | 0 | |||||||
Common stock, shares outstanding (in shares) | 0 | 0 | |||||||
Threshold trading days | 20 days | ||||||||
Threshold consecutive trading days | 30 days | ||||||||
Class A Ordinary Share [Member] | Minimum [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Share price (in dollars per share) | $ 12 | ||||||||
Period after initial Business Combination | 150 days | ||||||||
Class B Ordinary Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Common stock, shares issued (in shares) | 4,811,732 | 5,031,250 | |||||||
Common stock, shares outstanding (in shares) | 436,732 | 4,811,732 | 5,031,250 | ||||||
Shares subject to forfeiture (in shares) | 219,518 | ||||||||
Common stock no longer subject to forfeiture (in shares) | 436,732 | ||||||||
Number of shares forfeited (in shares) | 219,518 | ||||||||
Sponsor [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Common stock, shares issued (in shares) | 7,187,500 | ||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||
Common stock shares price per share (in dollars per share) | $ 0.003 | $ 5 | |||||||
Shares surrendered (in shares) | 718,750 | 1,437,500 | |||||||
Consideration for shares surrendered | $ 0 | $ 0 | |||||||
Common stock, shares outstanding (in shares) | 5,031,250 | 5,750,000 | |||||||
Shares subject to forfeiture (in shares) | 656,250 | 750,000 | |||||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | ||||||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | ||||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | |||||||||
Founder Shares [Abstract] | |||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||
Common stock shares price per share (in dollars per share) | $ 0.003 | ||||||||
Shares surrendered (in shares) | 718,750 | 1,437,500 | |||||||
Consideration for shares surrendered | $ 0 | $ 0 | |||||||
Common stock, shares outstanding (in shares) | 5,031,250 | 5,750,000 | |||||||
Shares subject to forfeiture (in shares) | 656,250 | 750,000 |
Related Party Transactions, Promissory Note (Details) - USD ($) |
8 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2022 |
Jan. 25, 2022 |
Dec. 31, 2021 |
|
Related Party Transactions [Abstract] | ||||
Excess amount returned by sponsor | $ 1,000 | $ 0 | ||
Promissory note - related party | 0 | $ 86,414 | ||
Sponsor [Member] | Promissory Note [Member] | ||||
Related Party Transactions [Abstract] | ||||
Related party transaction | $ 300,000 | |||
Excess amount returned by sponsor | 16,055 | |||
Promissory note - related party | $ 0 | $ 86,414 |
Related Party Transactions, Related Party Loans (Details) - Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] - Working Capital Loans [Member] - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2022 |
Dec. 31, 2021 |
|
Related Party Loans [Abstract] | ||
Conversion price (in dollars per share) | $ 1 | |
Borrowings outstanding | $ 0 | $ 0 |
Maximum [Member] | ||
Related Party Loans [Abstract] | ||
Related party transaction amount | $ 1,500,000 |
Related Party Transactions, Administrative Support Agreement (Details) - Sponsor [Member] - Administrative Services Agreement [Member] - USD ($) |
3 Months Ended | 8 Months Ended | 9 Months Ended | ||
---|---|---|---|---|---|
Jan. 25, 2022 |
Sep. 30, 2022 |
Sep. 30, 2021 |
Sep. 30, 2021 |
Sep. 30, 2022 |
|
Related Party Transactions [Abstract] | |||||
Related party expense | $ 0 | $ 0 | $ 0 | $ 107,742 | |
Maximum [Member] | |||||
Related Party Transactions [Abstract] | |||||
Monthly related party fee | $ 20,000 |
Commitments and Contingencies, Registration Rights (Details) |
Sep. 30, 2022
Demand
|
---|---|
Maximum [Member] | |
Registration and Stockholder Rights [Abstract] | |
Number of demands eligible security holder can make | 3 |
Commitments and Contingencies, Underwriting Agreement (Details) - USD ($) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Feb. 07, 2022 |
Feb. 03, 2022 |
Jan. 25, 2022 |
Mar. 31, 2022 |
Sep. 30, 2022 |
|
Underwriting Agreement [Abstract] | |||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | ||||
Additional Units that can be purchased to cover over-allotments (in shares) | 2,625,000 | ||||
Units issued (in shares) | 17,500,000 | ||||
Deferred underwriting commissions | $ 6,736,426 | ||||
Over-Allotment Option [Member] | |||||
Underwriting Agreement [Abstract] | |||||
Units issued (in shares) | 1,746,931 | 1,746,931 | 1,746,931 | ||
Share price (in dollars per share) | $ 10 | $ 10.25 | |||
Cash underwriter discount | $ 349,386 | ||||
IPO [Member] | |||||
Underwriting Agreement [Abstract] | |||||
Units issued (in shares) | 17,500,000 | ||||
Share price (in dollars per share) | $ 10 | ||||
Cash underwriter discount | $ 3,500,000 | ||||
Deferred underwriting commissions | $ 6,736,426 |
Commitments and Contingencies, Contingent Fee Arrangement (Details) $ in Millions |
Sep. 30, 2022
USD ($)
|
---|---|
Contingent Fee Arrangement [Abstract] | |
Transaction fee percentage | 1.00% |
Minimum [Member] | |
Contingent Fee Arrangement [Abstract] | |
Business combination transaction fees payable | $ 2.5 |
Warrant Liability (Details) - $ / shares |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jan. 25, 2022 |
Mar. 31, 2022 |
Sep. 30, 2022 |
Dec. 31, 2021 |
|
Warrants [Abstract] | ||||
Warrants outstanding (in shares) | 9,623,465 | 0 | ||
Period to exercise warrants after closing of Initial Public Offering | 12 months | |||
Period to exercise warrants after Business Combination | 30 days | |||
Expiration period of warrants | 5 years | |||
Period to file registration statement after initial Business Combination | 20 days | |||
Period for registration statement to become effective | 60 days | |||
Product value issued upon exercise of warrant (in dollars per share) | $ 0.361 | |||
Number of trading days | 10 days | |||
Threshold trading days | 20 days | |||
Warrants issued (in shares) | 9,875,000 | |||
Class A Common Stock [Member] | ||||
Warrants [Abstract] | ||||
Warrants outstanding (in shares) | 20,284,584 | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||
Threshold trading days | 20 days | |||
Threshold consecutive trading days | 30 days | |||
Class A Common Stock [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 12 | |||
Share price (in dollars per share) | $ 12 | |||
Public Warrants [Member] | ||||
Warrants [Abstract] | ||||
Exercise price of warrant (in dollars per share) | $ 11.5 | |||
Warrants issued (in shares) | 9,623,465 | |||
Private Placement Warrants [Member] | ||||
Warrants [Abstract] | ||||
Warrants issued (in shares) | 9,875,000 | 10,661,119 | ||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||||
Warrants [Abstract] | ||||
Notice period to redeem warrants | 30 days | |||
Threshold consecutive trading days | 30 days | |||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | ||||
Warrants [Abstract] | ||||
Warrant redemption price (in dollars per share) | $ 0.01 | |||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | 18 | |||
Share price (in dollars per share) | $ 18 | |||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | ||||
Warrants [Abstract] | ||||
Notice period to redeem warrants | 30 days | |||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member] | ||||
Warrants [Abstract] | ||||
Warrant redemption price (in dollars per share) | $ 0.1 | |||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Class A Common Stock [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | 10 | |||
Share price (in dollars per share) | $ 10 | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Minimum [Member] | ||||
Warrants [Abstract] | ||||
Percentage of aggregate gross proceeds from such issuances newly issued price | 60.00% | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Common Stock [Member] | ||||
Warrants [Abstract] | ||||
Trading day period to calculate volume weighted average trading price following notice of redemption | 20 days | |||
Percentage multiplier | 115.00% | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Class A Common Stock [Member] | Maximum [Member] | ||||
Warrants [Abstract] | ||||
Share price (in dollars per share) | $ 9.2 | |||
Share price (in dollars per share) | $ 9.2 | |||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | ||||
Warrants [Abstract] | ||||
Percentage multiplier | 180.00% | |||
IPO [Member] | ||||
Warrants [Abstract] | ||||
Warrants issued (in shares) | 20,284,584 | |||
Common Stock [Member] | ||||
Warrants [Abstract] | ||||
Number of shares issued upon exercise of warrant (in shares) | 1 | |||
Exercise price of warrant (in dollars per share) | $ 11.5 |
Stockholders' (Deficit) Equity (Details) |
8 Months Ended | 9 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|
Jan. 14, 2022
USD ($)
shares
|
Oct. 27, 2021
USD ($)
shares
|
Mar. 04, 2021
USD ($)
$ / shares
shares
|
Sep. 30, 2021
USD ($)
|
Sep. 30, 2022
USD ($)
$ / shares
shares
|
Feb. 03, 2022
shares
|
Dec. 31, 2021
$ / shares
shares
|
Dec. 09, 2021
$ / shares
|
|
Stockholders' Equity [Abstract] | ||||||||
Preference shares , shares authorized (in shares) | 2,500,000 | 2,500,000 | ||||||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Preference shares, shares issued (in shares) | 0 | 0 | ||||||
Preference shares, shares outstanding (in shares) | 0 | 0 | ||||||
Proceeds from issuance of common stock | $ | $ 25,000 | $ 0 | ||||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | |||||||
Stock conversion basis of Class B to Class A common stock at time of initial Business Combination | 1 | |||||||
As-converted percentage for Class A common stock after conversion of Class B shares | 20.00% | |||||||
Sponsor [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Common stock, shares issued (in shares) | 7,187,500 | |||||||
Common stock, shares outstanding (in shares) | 5,031,250 | 5,750,000 | ||||||
Proceeds from issuance of common stock | $ | $ 25,000 | |||||||
Common stock shares price per share (in dollars per share) | $ / shares | $ 0.003 | $ 5 | ||||||
Shares surrendered (in shares) | 718,750 | 1,437,500 | ||||||
Consideration for shares surrendered | $ | $ 0 | $ 0 | ||||||
Shares subject to forfeiture (in shares) | 656,250 | 750,000 | ||||||
Founder shares as a percentage of issued and outstanding shares after Initial Public Offering | 20.00% | |||||||
Class A Ordinary Share [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares subject to possible redemption (in shares) | 19,246,931 | 0 | ||||||
Common stock, shares issued (in shares) | 0 | 0 | ||||||
Common stock, shares outstanding (in shares) | 0 | 0 | ||||||
Class B Ordinary Shares [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Common stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares issued (in shares) | 4,811,732 | 5,031,250 | ||||||
Common stock, shares outstanding (in shares) | 4,811,732 | 436,732 | 5,031,250 | |||||
Shares subject to forfeiture (in shares) | 219,518 | |||||||
Class B Ordinary Shares [Member] | Sponsor [Member] | ||||||||
Stockholders' Equity [Abstract] | ||||||||
Common stock, shares outstanding (in shares) | 5,031,250 | 5,750,000 | ||||||
Class B common stock issued to Sponsor (in shares) | 7,187,500 | |||||||
Proceeds from issuance of common stock | $ | $ 25,000 | |||||||
Common stock shares price per share (in dollars per share) | $ / shares | $ 0.003 | |||||||
Shares surrendered (in shares) | 718,750 | 1,437,500 | ||||||
Consideration for shares surrendered | $ | $ 0 | $ 0 | ||||||
Shares subject to forfeiture (in shares) | 656,250 | 750,000 |
Fair Value Measurements, Liabilities Measured at Fair Value (Details) |
Sep. 30, 2022
USD ($)
|
---|---|
Assets [Abstract] | |
Marketable securities held in Trust Account | $ 198,456,935 |
Liabilities [Abstract] | |
Warrant liability | 2,231,304 |
Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 1,172,723 |
Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 1,058,581 |
Quoted Prices In Active Markets (Level 1) [Member] | |
Assets [Abstract] | |
Marketable securities held in Trust Account | 198,456,935 |
Liabilities [Abstract] | |
Warrant liability | 1,058,581 |
Quoted Prices In Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 0 |
Quoted Prices In Active Markets (Level 1) [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 1,058,581 |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets [Abstract] | |
Marketable securities held in Trust Account | 0 |
Liabilities [Abstract] | |
Warrant liability | 1,172,723 |
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 1,172,723 |
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | |
Assets [Abstract] | |
Marketable securities held in Trust Account | 0 |
Liabilities [Abstract] | |
Warrant liability | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | |
Liabilities [Abstract] | |
Warrant liability | $ 0 |
Fair Value Measurements, Level 3 Fair Value Measurement Inputs (Details) |
3 Months Ended | 9 Months Ended | |
---|---|---|---|
Sep. 30, 2022
USD ($)
$ / shares
|
Sep. 30, 2022
USD ($)
$ / shares
|
Jan. 25, 2022
$ / shares
|
|
Fair Value Measurements [Abstract] | |||
Term | 5 years | 5 years | |
Private Placement Warrants [Member] | |||
Fair Value Measurement, Liabilities, Transfers [Abstract] | |||
Fair value of liabilities transfer from level 3 to level 2 | $ | $ 1,172,723 | $ 1,172,723 | |
Warrants [Member] | |||
Fair Value Measurements [Abstract] | |||
Term | 6 years 3 days | ||
Warrants [Member] | Stock Price [Member] | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 0 | 0 | 9.72 |
Warrants [Member] | Strike Price [Member] | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 0 | 0 | 11.5 |
Warrants [Member] | Volatility [Member] | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 0 | 0 | 0.095 |
Warrants [Member] | Risk-Free Rate [Member] | |||
Fair Value Measurements [Abstract] | |||
Measurement input | 0 | 0 | 0.0165 |
7
M_XEQQN+^GJQMNM]-2-C^0\-L;5 P.MO__:#7D6TBFS]M=G.,L\L<<[9[3MKM
MO?50]F5MT_MN\G#V/7DX>YT\]F5MT_UN\G#LD\=K.=FHK_]V[?9_W^X+>7"[
M5T[6WJ;H5UF7A-\EN0 I72HM>!BHI.;UVZ'Z@V1%]8+EEDG)LNIR18DZ)RV@
MOE\RM4\U'_0[F_8=W?0_4$L#!!0 ( "Z":E64*22G(@0 *$4 8
M>&PO=V]R:W-H965T 8@_%>GW/WX8)G%R>\S]D1=4L4RB
M6AFQI7*S.=@<(17*<+D$M?#+A]F/T+_ [DM.0+N 'WO;PR..JNK62B &6%5LS _*PUCUS=;:)2DVOU?6/_G8,989
MMW"AY4^1N?RL-6JQ#.:\DNY:+_^ .IXAV4NUM/Z7+8-L?]AB:66=+FIE1% (
M%?[Y8YV'AL*HMTQV478#S:RG-H6.OCO9/D?P"4$L#!!0 ( "Z":E72
M8X+5F1 -?# 8 >&PO=V]R:W-H965T>Q^^7"H?N3(-+C[XWJ42?JA_\7$:!Q__.?,^7_Y=
M^6GF\7 :?GFE>/_Z&G[YCS)1OE[.E)_^^NKLM*H;M)4]G>_A[Q[@VC%XOES6
M9759Y?-ORJ_OT^556OQ7F2Z2LE0N%/*W!&0*AR@?OZ?%Y&*QR*NZ]ZB4C^M=
M^0O:,/OS;7@W^$ ].&3\@7)Q&RZNK[.M1+)0/B79]21;*=-DG57U]P)1_X=%
MQQ]((&'.YYOE9I%4Z;4R2V^R>5:)U,(_KS:^Z9$8]B6O_S+$;K%XMS'-.*U[
MF4-7HQVZ&FT',(X WJ6WV6J5K6[K:^ B6((".53-AZH%4+40JA9!U6*46KN0GKP)
M49S)#5K89TCSHJD8,[H6I$ /"N2&-#3SH<" %IVW=4:6K>+1V*CH=@8A6W;
MLHG^C%'KICJ/0=-(DYIRDT+#/P)H.*QK4VC\9_13,:99MM.=_X-2 X(Z<5S'
M97VS0C- DNM8S+%[;GV.#-!H,D!#G $.?]D/[5QY,"ANP&CG]H&UBE]54:VU>%
%09,G!M03XN<$#;@!_08K>R4J1(J$Q,AN JE?6DR
MHNA:"M^1R;)SM#%][ J]O0?683.&@/4=,LE[TN"/&36IA^\4FK#(
MN5D*.Z Y\\H7GHS$#3%,K]E8I/'$5F!-14QK[U'>U$I02#D6AO[8Z#_11JF9%;F6R
MUJX+Q$@]@.L15J(7C(^RTO_SM8###/3"15WJ G:[IR8T\.&0Q;Z>/*HLE3Y
MT7FZFP8"-KUO:%*CZ'6&A8 _(62(#&;*3-IUA!PAVK"%-G6FHU.A,Z&!OB#5
M!.(T/O\=