0001193125-23-088126.txt : 20230331 0001193125-23-088126.hdr.sgml : 20230331 20230331162442 ACCESSION NUMBER: 0001193125-23-088126 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 61 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20230331 DATE AS OF CHANGE: 20230331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED RAIL & RESOURCES ACQUISITION CORP CENTRAL INDEX KEY: 0001854795 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 862581754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41048 FILM NUMBER: 23788110 BUSINESS ADDRESS: STREET 1: 400 W. MORSE BLVD., SUITE 220 CITY: WINTER PARK STATE: FL ZIP: 32789 BUSINESS PHONE: (817) 737-5885 MAIL ADDRESS: STREET 1: 400 W. MORSE BLVD., SUITE 220 CITY: WINTER PARK STATE: FL ZIP: 32789 10-K 1 d453042d10k.htm 10-K 10-K
falseFY0001854795FL 0001854795 2022-01-01 2022-12-31 0001854795 2021-03-12 2021-12-31 0001854795 2022-12-31 0001854795 2021-12-31 0001854795 2021-11-11 2021-11-11 0001854795 2021-11-11 0001854795 2021-03-12 0001854795 2022-06-30 0001854795 2021-11-16 0001854795 2022-08-16 0001854795 2022-12-22 2022-12-22 0001854795 2022-12-24 2022-12-24 0001854795 2021-04-05 2021-04-05 0001854795 2022-03-04 2022-05-04 0001854795 2021-03-11 0001854795 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-03-12 2021-12-31 0001854795 us-gaap:AdditionalPaidInCapitalMember 2021-03-12 2021-12-31 0001854795 us-gaap:CommonClassAMember 2021-03-12 2021-12-31 0001854795 us-gaap:CommonClassBMember 2021-03-12 2021-12-31 0001854795 us-gaap:RetainedEarningsMember 2021-03-12 2021-12-31 0001854795 irrx:AdministrativeSupportAgreementMember 2021-03-12 2021-12-31 0001854795 srt:MinimumMember irrx:ProspectiveEventTrigeeringAdjustmentToExercisePriceOfWarrantsMember irrx:PublicWarrantsMember 2021-03-12 2021-12-31 0001854795 irrx:ProspectiveEventTrigeeringAdjustmentToExercisePriceOfWarrantsMember irrx:PublicWarrantsMember us-gaap:CommonClassAMember 2021-03-12 2021-12-31 0001854795 us-gaap:CommonClassBMember us-gaap:OverAllotmentOptionMember 2021-03-12 2021-12-31 0001854795 irrx:ClassARedeemableCommonStockMember 2021-03-12 2021-12-31 0001854795 irrx:ClassBNonRedeemableCommonStockMember 2021-03-12 2021-12-31 0001854795 irrx:UnderwritingAgreementMember 2022-01-01 2022-12-31 0001854795 us-gaap:CapitalUnitsMember 2022-01-01 2022-12-31 0001854795 us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001854795 us-gaap:WarrantMember 2022-01-01 2022-12-31 0001854795 irrx:AdministrativeSupportAgreementMember 2022-01-01 2022-12-31 0001854795 irrx:ProspectiveEventTrigeeringAdjustmentToExercisePriceOfWarrantsMember irrx:PublicWarrantsMember us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001854795 irrx:SharePriceTrigerringTheRedemptionOfWarrantsOneMember 2022-01-01 2022-12-31 0001854795 irrx:OverallotmentExercisedInFullTwoMember us-gaap:OverAllotmentOptionMember 2022-01-01 2022-12-31 0001854795 us-gaap:OverAllotmentOptionMember irrx:ElectedPeriodOfExtensionTwoMember 2022-01-01 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember 2022-01-01 2022-12-31 0001854795 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001854795 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001854795 us-gaap:CommonClassBMember 2022-01-01 2022-12-31 0001854795 us-gaap:IPOMember 2022-01-01 2022-12-31 0001854795 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001854795 irrx:ClassARedeemableCommonStockMember 2022-01-01 2022-12-31 0001854795 irrx:ClassBNonRedeemableCommonStockMember 2022-01-01 2022-12-31 0001854795 irrx:PublicWarrantsMember 2022-01-01 2022-12-31 0001854795 irrx:PrivatePlacementWarrantMember 2022-01-01 2022-12-31 0001854795 irrx:SponsorMember 2022-01-01 2022-12-31 0001854795 us-gaap:IPOMember 2021-11-16 2021-11-16 0001854795 us-gaap:OverAllotmentOptionMember 2021-11-16 2021-11-16 0001854795 us-gaap:IPOMember irrx:AnchorInvestmentMember 2021-11-16 2021-11-16 0001854795 irrx:AnchorInvestmentMember irrx:FounderSharesMember 2021-11-16 2021-11-16 0001854795 us-gaap:PrivatePlacementMember 2021-11-16 2021-11-16 0001854795 us-gaap:IPOMember 2021-11-16 0001854795 us-gaap:CommonClassAMember 2021-11-16 0001854795 us-gaap:PrivatePlacementMember 2021-11-16 0001854795 irrx:FounderSharesMember irrx:AnchorInvestmentMember 2021-11-16 0001854795 irrx:AnchorInvestmentMember 2021-11-16 0001854795 us-gaap:IPOMember 2021-11-11 2021-11-11 0001854795 us-gaap:IPOMember 2021-11-11 0001854795 us-gaap:CommonClassAMember 2022-12-31 0001854795 us-gaap:CommonClassBMember 2022-12-31 0001854795 irrx:BusinessCombinationMember 2022-12-31 0001854795 irrx:PostBusinessCombinationNetWorthRequirementToEffectBusinessCombinationMember 2022-12-31 0001854795 us-gaap:IPOMember us-gaap:CommonClassAMember 2022-12-31 0001854795 irrx:PublicWarrantsMember 2022-12-31 0001854795 irrx:ProspectiveEventTrigeeringAdjustmentToExercisePriceOfWarrantsMember irrx:PublicWarrantsMember 2022-12-31 0001854795 irrx:SharePriceTrigerringTheRedemptionOfWarrantsOneMember 2022-12-31 0001854795 irrx:SharePriceTrigerringTheRedemptionOfWarrantsOneMember irrx:PublicWarrantsMember 2022-12-31 0001854795 us-gaap:IPOMember 2022-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001854795 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001854795 us-gaap:FairValueInputsLevel1Member irrx:PublicWarrantsMember us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember irrx:PublicWarrantsMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember irrx:PublicWarrantsMember us-gaap:FairValueInputsLevel2Member 2022-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember irrx:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001854795 us-gaap:FairValueInputsLevel1Member irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember irrx:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member 2022-12-31 0001854795 us-gaap:FairValueInputsLevel3Member irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001854795 us-gaap:FairValueInputsLevel2Member us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001854795 us-gaap:WarrantMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001854795 us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001854795 us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001854795 us-gaap:MeasurementInputSharePriceMember us-gaap:WarrantMember irrx:PrivatePlacementWarrantsMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputExercisePriceMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputExpectedTermMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputPriceVolatilityMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember irrx:FairValueMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputExpectedDividendRateMember 2022-12-31 0001854795 us-gaap:CommonClassAMember irrx:SubjectToPossibleRedemptionMember 2022-12-31 0001854795 irrx:InvestmentBankingAdvisoryAgreementMember 2022-12-31 0001854795 irrx:UnitedStatesTreasuryInstrumentMember 2022-12-31 0001854795 us-gaap:FairValueInputsLevel1Member 2022-12-31 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-12-31 0001854795 us-gaap:CommonClassAMember 2021-12-31 0001854795 us-gaap:CommonClassBMember 2021-12-31 0001854795 irrx:AdministrativeSupportAgreementMember 2021-12-31 0001854795 irrx:ProspectiveEventTrigeeringAdjustmentToExercisePriceOfWarrantsMember irrx:PublicWarrantsMember 2021-12-31 0001854795 us-gaap:DomesticCountryMember 2021-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001854795 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember irrx:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember irrx:PublicWarrantsMember 2021-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember irrx:PrivatePlacementWarrantsMember 2021-12-31 0001854795 us-gaap:FairValueInputsLevel2Member irrx:PublicWarrantsMember us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 us-gaap:FairValueInputsLevel3Member irrx:PublicWarrantsMember us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember irrx:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member 2021-12-31 0001854795 us-gaap:FairValueInputsLevel2Member irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 us-gaap:FairValueInputsLevel3Member irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember us-gaap:FairValueInputsLevel2Member 2021-12-31 0001854795 us-gaap:FairValueInputsLevel1Member us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 us-gaap:FairValueInputsLevel3Member us-gaap:WarrantMember us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputSharePriceMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputExpectedTermMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputExercisePriceMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputPriceVolatilityMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-12-31 0001854795 us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:WarrantMember irrx:PrivatePlacementWarrantsMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember irrx:FairValueMember 2021-12-31 0001854795 irrx:SubjectToPossibleRedemptionMember us-gaap:CommonClassAMember 2021-12-31 0001854795 irrx:UnitedStatesTreasuryInstrumentMember 2021-12-31 0001854795 irrx:SponsorMember 2021-03-12 2021-03-12 0001854795 irrx:FounderSharesMember irrx:SponsorMember 2021-03-12 2021-03-12 0001854795 irrx:FounderSharesMember irrx:SponsorMember 2021-04-05 2021-04-05 0001854795 irrx:SponsorMember irrx:NathanAsplundMember irrx:FounderSharesMember 2022-03-07 2022-03-07 0001854795 irrx:SponsorMember irrx:FounderSharesMember 2021-03-12 2021-06-30 0001854795 srt:MaximumMember irrx:FounderSharesMember irrx:SponsorMember 2021-03-12 2021-06-30 0001854795 irrx:SponsorMember irrx:WorkingCapitalLoansMember 2022-03-25 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-08-31 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-11-30 0001854795 irrx:SponsorMember irrx:ThreeMonthsToFebruaryTwoThousandAndTwentyThreeMember 2022-11-30 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-04-01 2022-04-30 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-08-01 2022-08-31 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-11-01 2022-11-30 0001854795 irrx:SponsorMember irrx:OneMonthToAprilFifteenthTwoThousandAndTwentyThreeMember us-gaap:SubsequentEventMember 2023-03-31 0001854795 irrx:FounderSharesMember irrx:RonaldCurtCopleyMember 2022-12-22 2022-12-22 0001854795 irrx:FounderSharesMember irrx:JasonReevesMember 2022-12-24 2022-12-24 0001854795 us-gaap:SubsequentEventMember 2023-01-20 2023-01-20 0001854795 us-gaap:SubsequentEventMember 2023-08-15 2023-08-15 0001854795 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2023-08-15 0001854795 us-gaap:SubsequentEventMember 2023-08-15 0001854795 irrx:PromissoryNoteMember us-gaap:SubsequentEventMember 2023-08-15 0001854795 us-gaap:SubsequentEventMember 2023-02-08 2023-02-08 0001854795 us-gaap:SubsequentEventMember 2023-02-08 0001854795 irrx:SponsorMember irrx:OneMonthToMarchFifteenthTwoThousandAndTwentyThreeMember us-gaap:SubsequentEventMember 2023-02-28 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-04-30 0001854795 us-gaap:CommonClassAMember 2023-03-27 0001854795 us-gaap:CommonClassBMember 2023-03-27 0001854795 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-03-11 0001854795 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-03-11 0001854795 us-gaap:AdditionalPaidInCapitalMember 2021-03-11 0001854795 us-gaap:RetainedEarningsMember 2021-03-11 0001854795 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001854795 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001854795 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001854795 us-gaap:RetainedEarningsMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember 2022-12-31 0001854795 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-12-31 0001854795 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-12-31 0001854795 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001854795 us-gaap:RetainedEarningsMember 2022-12-31 iso4217:USD xbrli:shares xbrli:pure utr:Day utr:Month utr:Year iso4217:USD xbrli:shares utr:Y
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-K
 
 
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR
15
(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
 
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                    
to
                    
Commission file number:
001-41048
 
 
Integrated Rail and Resources Acquisition Corp.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
  
86-2581754
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
   
400 W. Morse Boulevard, Suite 220
Winter Park, FL
  
32789
(Address of principal executive offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (321)
972-1583
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Units, each consisting of one share of Class A common stock and
one-half
of one redeemable warrant
  
IRRXU
  
The New York Stock Exchange
Class A common stock, par value $0.0001 per share
  
IRRX
  
The New York Stock Exchange
Warrants
  
IRRXW
  
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes   ☐    No  ☒
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
 
Large accelerated filer   ☐    Accelerated filer   ☐
       
Non-accelerated
filer		   ☒    Smaller reporting company   ☒
       
         Emerging Growth Company   ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b).  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).     Yes  ☒    No  ☐
At June 30, 2022, the aggregate market value of the Class A common stock, par value $0.0001 per share, of the Registrant held by
non-affiliates
of the registrant was $229,310,000 based on the $9.97 closing sale price of the Registrant’s Class A common stock on such date.
As of March 
27
, 2023, there were 13,844,082 shares of Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
 
 
 

Integrated Rail and Resources Acquisition Corp.

Annual Report on Form 10-K for the Year Ended December 31, 2022

 

PART I         4  

ITEM 1.

    BUSINESS      4  
   ITEM 1A. RISK FACTORS      14  
   ITEM 1B. UNRESOLVED STAFF COMMENTS      43  

ITEM 2.

    PROPERTIES      43  

ITEM 3.

    LEGAL PROCEEDINGS      43  

ITEM 4.

    MINE SAFETY DISCLOSURES      43  
PART II         44  

ITEM 5.

    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES      44  

ITEM 6.

    [RESERVED]      45  

ITEM 7.

    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS      45  
   ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      47  

ITEM 8.

    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA      48  

ITEM 9.

    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE      48  
   ITEM 9A. CONTROLS AND PROCEDURES      48  
   ITEM 9B. OTHER INFORMATION      48  
   ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS      48  
PART III         49  

ITEM 10.

    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE      49  

ITEM 11.

    EXECUTIVE COMPENSATION      56  

ITEM 12.

    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS      57  

ITEM 13.

    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE      59  

ITEM 14.

    PRINCIPAL ACCOUNTANT FEES AND SERVICES      62  
PART IV         64  

ITEM 15.

    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES      64  

ITEM 16.

    FORM 10-K SUMMARY      64  

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:

 

  •  

ability to complete our initial business combination;

 

  •  

success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

 

  •  

officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

 

  •  

potential ability to obtain additional financing to complete our initial business combination;

 

  •  

pool of prospective target businesses;

 

  •  

the ability of our officers and directors to generate a number of potential investment opportunities;

 

  •  

potential change in control if we acquire one or more target businesses for stock;

 

  •  

the potential liquidity and trading of our securities;

 

  •  

the lack of a market for our securities;

 

  •  

use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

 

  •  

financial performance following our initial public offering.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

 

1

SUMMARY OF RISK FACTORS

An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the below section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and our public shareholders could lose all or part of their investment. Such risks include, but are not limited to:

Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business-Combination Risks

 

  •  

Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.

 

  •  

If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.

 

  •  

Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the initial business combination.

 

  •  

The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an initial business combination with a target.

 

  •  

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

 

  •  

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

 

  •  

The requirement that we complete our initial business combination within the prescribed time frame described below may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.

Risks Relating to our Sponsor and Management Team

 

  •  

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

 

  •  

We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.

 

  •  

Our officers and directors also allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

 

  •  

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

 

  •  

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

 

  •  

We may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

 

  •  

Since our sponsor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

Risks Relating to our Securities

 

  •  

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.56 per share.

 

2

  •  

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

 

  •  

The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

 

  •  

If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.

 

  •  

We did not register the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at the time of our IPO, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

 

  •  

If you exercise your public warrants on a “cashless basis,” you will receive fewer shares of Class A common stock from such exercise than if you were to exercise such warrants for cash.

 

  •  

The grant of registration rights to our initial stockholders and the anchor investors may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock.

 

3

PART I

 

ITEM 1.

BUSINESS

Introduction

Integrated Rail and Resources Acquisition Corp. (“Integrated Rail” or the “Company”) is a blank check company incorporated in Delaware on March 12, 2021, 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, which we refer to throughout this Form 10-K as our initial business combination. We have engaged in an extensive research effort to identify a large number of potential targets and have initiated discussions with initial business combination targets.

On November 16, 2021, Integrated Rail consummated its initial public offering (the “IPO”) of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the exercise by the underwriters of their over-allotment option in full, each Unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share (the “Common Stock”) and one-half of one redeemable warrant (“Warrant”). Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per whole share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. On December 30, 2021, we issued a press release announcing that the holders of our Units may elect to separately trade the shares of Class A Common Stock, par value $0.0001 per share, and the public warrants included in the units commencing on or about January 3, 2022.

The warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this Form 10-K. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Because Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters in our IPO (the “Underwriter”), exercised its over-allotment option in full our initial stockholders, which include our Sponsor (as defined below), did not forfeit any of their shares of the Company’s Class B common stock, par value $0.0001 (the “Founder Shares”). We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we do not complete our initial business combination within the Combination Period as described further herein, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as further described herein.

We initially had 12 months from the November 16, 2021 closing of our IPO to consummate an initial business combination. On February 8, 2023, an Extension Amendment Proposal (as defined below) and a Trust Amendment Proposal (as defined below) were approved by our stockholders, and as a result, we extended the Combination Period through March 15, 2023 and the Company was granted the right to extend the Combination Period on a monthly basis up to five (5) times by an additional one (1) month each time until August 15, 2023. We may, but we are not obligated to, extend the period of time to consummate a business combination up to 21 months pursuant to the Extensions, as described in more detail in this Form 10-K. Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. On March 13, 2023, the Sponsor loaned the Company $692,204 in order to extend the Combination Period to April 15, 2023.

Our Sponsor purchased an aggregate of 9,400,000 warrants at a price of $1.00 per warrant ($9,400,000 in the aggregate) each exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, in a private placement that closed simultaneously with the closing of our IPO on November 16, 2021. These warrants are referenced herein as the private placement warrants (the “Private Placement Warrants”).

Our initial stockholders, which include our Sponsor, and our anchor investors own an aggregate of 5,750,000 shares of our Class B common stock, which will automatically convert into shares of Class A common stock at the time of our initial business combination.

In addition, each of (i) Castle Creek Strategies LLC, Context Partners Master Fund, L.P., D. E. Shaw Valence Portfolios, L.L.C., Meteora Capital Partners, LP, HGC Investment Management Inc., Highbridge Capital Management, LLC, Radcliffe Capital Management, L.P., and Polar Asset Management Partners Inc., purchased 9.40% of the units offered in the IPO, excluding the shares sold pursuant to the underwriters’ exercise of the over-allotment option, (ii) Sandia Investment Management L.P. and Space Summit Capital LLC each purchased 7.50% of the units offered in the IPO, excluding the shares sold pursuant to the underwriters’ exercise of the over-allotment option, and (iii) Vestcor, Inc. and certain accounts managed by Eagle Point Credit Management LLC each purchased 4.90% of the units offered in the IPO, excluding the shares sold pursuant to the underwriters’ exercise of the over-allotment option, or in each case funds affiliated with such investors, together the anchor investors, for an aggregate purchase price of no more than $200 million, at the public offering price of the units. The anchor investors as a group purchased 20,000,000 units in the aggregate in our IPO, which was approximately 86.96% of the units issued in the IPO, including the shares sold pursuant to the underwriters’ exercise of the over-allotment option. Based on the amounts purchased at the time of our IPO, not all of the anchor investors were required to file Schedule 13Gs to report their beneficial ownership, so we do not know if all of the anchor investors continue to hold all of the shares they purchased in the IPO. Based on Schedule 13Gs filed by the Sponsor and certain of the anchor investors, as of the dates reflected in such Schedule 13Gs (see Item 12, Security

 

4

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, below), our Sponsor and the anchor investors continued to hold (in the aggregate) at least 51.6% of our outstanding shares of common stock. We issued to the anchor investors 1,515,160 shares of our Class B common stock in connection with the closing of the IPO, and our Sponsor cancelled a like number of shares. Accordingly, because the anchor investors purchased the full amount of units in which they expressed an interest, the anchor investors owned an aggregate of approximately 74.84% of the outstanding shares of common stock immediately following the IPO and our Sponsor owned approximately 14.73% of the outstanding shares of common stock following immediately following the IPO. Because the anchor investors purchased all of the units that were allocated to them, even after taking into account such reductions as are necessary to comply with the NYSE listing requirements, substantially all of the units purchased in the IPO were held by the anchor investors and these investors potentially have different interests than our other public stockholders, as further discussed in this Form 10-K. The anchor investors will also have the potential to realize enhanced economic returns and overall economic outcome from their investment in us in comparison to our other public stockholders who did not make anchor investments and purchase founder shares. Because the anchor investors purchased all of the units that are allocated to them, even after taking into account such reductions as are necessary to comply with the NYSE listing requirements, the anchor investors’ purchases significantly reduced the available public float for our securities. Such reduction in our available public float may consequently reduce the trading volume, volatility, and liquidity of our securities relative to what they would have been had such units been purchased by public investors and could result in our securities being delisted from the NYSE.

Our IPO prospectus and our charter at the time of the IPO provided that we had 12 months from the date of our IPO (until November 16, 2022) to complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Combination Period”). At the time of the IPO, our charter and Investment Management Trust Agreement, dated November 11, 2021, by and between us and American Stock Transfer & Trust Company, LLC (the “Trust Agreement”), provided that we had the right to extend the period of time to consummate a Business Combination up to two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination) by depositing into the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, an amount of $0.10 per unit sold to the public in the IPO for each such three-month extension (each, an “Extension Election”), as described in more detail in our IPO prospectus. The first Extension Election was used in November 2022 to extend the Combination Period to February 15, 2023 by depositing $2,300,000 into the Company’s trust account.

In a special meeting of the stockholders on February 8, 2023, an Extension Amendment Proposal and a Trust Amendment Proposal were approved, and as a result, we extended the Combination Period to March 15, 2023 and granted the Company the right to extend the Combination Period on a monthly basis up to five (5) times by an additional one (1) month each time after March 15, 2023 (each, an “Extension” and, collectively, the “Extensions”) or later extended deadline date, by resolution of the Company’s board of directors (the “Board”) if requested by the Sponsor. If the Board decides to implement an Extension, the Sponsor or its designees have agreed to contribute to us loans (the “Loans”) of $0.05 for each public share that is not redeemed (such amount, the “Monthly Amount”) plus (ii) because the Business Combination was not consummated by February 15, 2023, the Monthly Amount for each calendar month (commencing on February 16, 2023 and ending on the 15th day of each subsequent month), or portion thereof, that is needed by the Company to complete the Business Combination until August 15, 2023. Accordingly, the amount deposited per share depends on the number of public shares that remain outstanding after redemptions in connection with the Extension and the length of the extension period that will be needed to complete the Business Combination. The purpose of the Extension is to provide the Company more time to complete a Business Combination, which the Board believes is in the best interests of our stockholders. With the Extension Amendment Proposal approved, neither the Sponsor nor the Company is required to deposit additional funds into the trust account in connection with the Extension.

On March 13, 2023, the Sponsor loaned the Company $692,204 in order to extend the Combination Period to April 15, 2023.

In connection with the Extension Amendment Proposal, stockholders who owned shares of our common stock issued in our IPO (we refer to such stockholders as “public stockholders” and such shares as “public shares”) elected to redeem all or a portion of their public shares. Stockholders who elected to redeem, the redemption for a per-share price, payable in cash, was equal to the aggregate amount then on deposit in the Company’s trust account, including interest (which interest was net of taxes payable), divided by the number of then outstanding public shares. As a result, 9,155,918 shares were redeemed at $10.32 per share, totaling $94,489,074. Therefore, as of February 8, 2023, there were 13,844,082 shares of Class A common stock, par value $0.0001 per share, issued and outstanding. As of March 16, 2023, there was $146,286,095 available in the trust account.

General

While we may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, we have initially focused our search in North America on railroad companies that transport bulk commodities, terminal companies that transload bulk commodities to and from railroads and pipelines, trucks, and ports, the companies that produce bulk commodities moved by railroads in large volumes, and the rail cars that are used to transport bulk commodities. Bulk commodities include grains and vegetable oils, mineral and metallic ores and concentrates, energy fuels, biofuels, cement and aggregates, and other goods and commodities essential to modern economies. We believe that this vertical integration will enable synergies and economies of scale and leverage the inherent energy efficiency and low carbon emissions of freight trains, and the rapidly growing demand for bulk commodities necessary to transform industrialized economies into energy efficient and green economies, and to transform emerging economies into industrialized economies.

 

5

Our Management Team

Mark A. Michel has served as our Chief Executive Officer and Chairman since November 2022. He also served as our President, Chief Operating Officer from March 2021 until November 2022, and Vice Chairman from November 2021 until November 2022. Mr. Michel serves as a member of the advisory board of CommonGood Capital, LLC, a broker dealer placement agency, and is a Managing Partner at the DHIP Group where he leads the infrastructure line of business. He directs equity investments in high-quality infrastructure assets in the energy, transport and water/wastewater asset classes by custom tailoring financing solutions across a breadth of capital needs. Prior to joining DHIP Group in 2017, he was a Managing Director and Head of Project and Structured Finance at Drexel Hamilton from 2016 to 2019, a full-service institutional investment banking and financial advisory firm. Prior to his time at Drexel Hamilton, he raised capital and worked to structure transactions at Corporate Capital Trust, a $6 billion Business Development Company (BDC) owned and operated by KKR & CNL. Prior to his career in financial services, he served in the White House and was the Navy’s Representative to the National Security Council in the White House Situation Room and was a member of the National Security Council staff. Prior to his White House service, he was a career naval officer achieving the rank of Commander and served in the United States Navy for more than 20 years focusing his service within Naval Special Warfare (SEALs) and the Special Operations and Intelligence Communities and held senior-level positions throughout the Intelligence Community and National Security establishment. He earned a bachelor’s degree in political science from Auburn University and an MBA in finance from the University of Miami Herbert School of Business. He is also the Vice-Chairman of our Board of Directors.

Timothy J. Fisher has served as our Vice Chairman, President and Chief Financial Officer since November 2022. He also served as our Senior Vice President and Chief Acquisition Officer from March 2021 until November 2022, and Director from November 2021 until November 2022. Mr. Fisher serves as a member of the advisory board of CommonGood Capital, LLC, a broker dealer placement agency, and is a Managing Partner at the DHIP Group, where he is responsible for originating and directing equity investments in a variety of infrastructure assets for the independent fund and alongside operating or co-investment partners. He also works to optimize the capital structure of portfolio companies and to develop new business for portfolio companies. Prior to forming DHIP, he was Managing Partner and Head of Investment Banking at Drexel Hamilton where he worked from 2015 to 2020, a full-service institutional investment banking and financial advisory firm. He worked with a variety of private companies to provide capital solutions and assisted them with structuring and raising equity and debt financing from institutional investors for a variety of purposes including M&A, working capital, capital expenditures, and refinancing. He moved to the buy side as an assistant MLP portfolio manager at Parker Global Strategies in 2013, with his fund posting well above benchmark returns annually. In July 2014, he left to help a family office invest a proprietary pool of capital, raise outside capital and develop new business for lower middle market private companies in the oil and gas, transportation, and specialty finance sectors. He was a U.S. Army Artillery Officer, serving three tours in Iraq where he earned two Bronze Stars and an Army Commendation Medal with V-Device. He is a graduate of the U.S. Military Academy (West Point) and earned an MBA from the New York University Stern School of Business. Mr. Fisher is also a member of our Board of Directors.

Henry “Hank” N. Didier, Jr. has served as Vice President for Investor Relations since November 2021. Mr. Didier is the Vice President of Investor Relations at IRRX and a Managing Partner at the DHIP Group, where he has served in a similar role since 2021. Mr. Didier also currently serves in a number of other roles, including as manager of Didier Law Firm, P.A., a law firm founded by Mr. Didier in January 2007; as manager of DidierGroup, LLC, a private equity firm founded by Mr. Didier in May 2017; as manager of Didier Development, LLC, a development management company founded by Mr. Didier in May 2017; as manager of Ethos Projects, LLC, a firm dedicated to identifying land opportunities for conservation and/or green development founded by Mr. Didier in October 2017; and as president and member of Canopy Risk Retention Group, Inc., a North Carolina Department of Insurance-regulated insurance company founded by Mr. Didier in February 2018.

Mr. Didier began his legal career working on environmental land use issues, helping to advise businesses on how to develop land while also respecting the sanctity of Florida’s natural resources, then spent the next 20 years of his legal career first representing large corporations including General Motors, Allstate, and Wal-Mart in various legal matters, and then as a complex trial lawyer, litigating cases involving significant product safety defects. He later founded and managed several other businesses across industries tangential to his legal career and as opportunities arose, such as co-founding Vantage Capital Consultants, LLC, a secondary market annuity company, where he served as partner from December 2010 until August 2020, and founding and managing Economic Recovery Group, LLC, a law firm that specialized in helping businesses and individuals navigate their rights under the BP Settlement Program in relation to the BP oil spill, from September 2012 until December 2020.

Mr. Didier graduated Summa Cum Laude with Honors from Florida State University with dual degrees in Management and Multi-National Business in 1992. He earned his Juris Doctorate with Honors from the Duke University School of Law in 1995. While at Duke, he focused his studies on environmental law and business litigation. During Mr. Didier’s subsequent twenty-year legal career, he garnered many accolades including being consistently recognized in Florida’s Super Lawyers magazine, selected as a member of the Nation’s Top One Percent by the National Association of Distinguished Counsel, included in The Best Lawyers in America® 2012-2021, a recipient of the 2014 Top Litigator Award by the Trial Lawyers Board of Regents, named one of Florida’s Legal Elite by Florida Trend Magazine, and one of the Top 100 Trial Lawyers by the National Trial Lawyers Association.

 

6

Independent Directors

Brian M. Feldott has served as a director since November 2021. Mr. Feldott is the Chairman of the Audit Committee. Mr. Feldott is currently the Chief Financial Officer at East Shore Investments and has been in that role since 2019, and is currently the Chief Financial Officer at Rise Oil and Gas and has been in that role since January 2023. He is a subject matter expert in corporate finance, treasury operations and accounting. He has excelled at building relationships with investor and bank groups as well as developing cross functional corporate teams to achieve success and maximize value while minimizing risk. He gained his experience over two decades in corporate finance, treasury, tax and public accounting within large international public companies, including Newfield Exploration Company and Newpark Resources Inc. from 2010 to 2019. As treasurer at Newfield from 2017 to 2019, he was responsible for tax, corporate finance, treasury, and risk management. He was responsible for negotiating and raising $2 billion in unsecured capital and he led a tax saving initiative resulting in nearly $50 million of benefits for Newfield. As the finance integration team leader during the Encana merger, he led the integration for all finance functions from Newfield and played a significant role in the successful transition of finance functions and related operations. Before joining Newfield, Brian served as the Treasurer and Director of Investor Relations for Newpark, an international oil field services company. While at Newpark from 2010 to 2017, he enhanced the global treasury function by centralizing the operations and enhancing the capital structure, this included the issuance of convertible bonds and multiple credit facilities. In addition, his investor relations work resulted in the company gaining Tier-1 analyst coverage for the first time in company history. Prior to that, he served as Senior Director of Tax and Treasury for ExpressJet Airlines. While at ExpressJet, he helped lead the successful spin-off of the company from Continental Airlines and developed the company’s accounting, treasury and tax departments as well as the financing of a fleet of 274 aircraft. Brian is a Certified Public Accountant in the state of Texas. He earned a bachelor’s degree in economics from the University of Texas, an MBA in finance from the University of Houston and a master’s of legal studies in oil, gas and energy law from the University of Oklahoma.

Ronald C. Copley has served as a director since November 2022. Mr. Copley served as an intelligence professional in various roles within the Department of Defense and intelligence community throughout his 34-year Navy career. From June 2021 to August 2022, Mr. Copley served as Director, National Maritime Intelligence Integration Office for the Director of National Intelligence and Commander, Office of Naval Intelligence for the U.S. Navy. Prior to this role, he served as the Deputy Director of Operations at the National Security Agency from May 2019 to June 2021, as Director of Intelligence for U.S. Forces in Afghanistan from April 2018 to April 2019, and as Director of Intelligence for U.S. Strategic Command from July 2016 to April 2018. Mr. Copley earned a bachelor’s degree in mechanical engineering from U.S. Naval Academy in 1988 and his master’s degree in national security from U.S. Naval War College in 2002.

Jason C. Reeves has served as a director since November 2022. Mr. Reeves has over 25 years of experience in the fields of management, commercial negotiations, logistics, operations, supply chain and business development. Mr. Reeves is a Senior Executive with a track record of leading successful business units across the energy spectrum. Mr. Reeves has led several high performing teams, which has resulted in becoming an industry leader in the midstream space. Prior to joining the Company, Jason held senior positions at Getka from January 2021 to December 2021, Tallgrass Energy from May 2015 to August 2020, Crestwood Midstream from January 2010 to January 2015, and other midstream companies. Mr. Reeves holds a bachelor’s of science degree in business management from The Citadel. He served in the U.S. Army with 101st Airborne immediately after graduation and is on the board of several local charities.

Acquisition Strategy

Our business strategy is to target, identify, and complete a business combination with one or more companies that produces bulk commodities and/or transports bulk commodities. We place particular focus on identifying businesses and business combinations that integrate natural resources and transportation services.

We believe that integration of bulk commodity production and transportation presents an attractive opportunity to pursue a business combination with a blank check company. We believe this business combination will enable us to leverage the production expertise and resource assets of bulk commodity producers, and the transportation assets and efficiency expertise of transportation providers. We believe our integrated approach will create production-to-destination cost efficiencies, market access opportunities, and pricing opportunities unavailable to stand-alone bulk commodity producers and transportation service providers. Transportation cost is a major component of the delivered cost of bulk commodities. We believe our expertise in solving transportation problems will enable the bulk commodity producers we target to enter new markets, unlock their resource assets, increase the value of their resource assets, and ultimately achieve higher market share, revenue, and netbacks, Similarly, we believe our integrated approach will

 

7

enable the transportation service providers we target to make operational and infrastructure efficiency improvements that will achieve long-term market share, revenue, and profitability improvements. We believe integration of production and transportation will result in a business combination that provides the transportation company with long-term access to bulk commodities, the resource company with long-term transportation cost efficiency, and the integrated company with market share, pricing power, profitability, and growth opportunities that are not inaccessible to non-integrated producers and transportation providers competing for the same end users of the bulk commodities.

We believe that our integrated bulk commodity and transportation opportunities include:

 

  •  

Bulk Commodity Producers with insufficient access to low-cost, high-capacity, high-efficiency transportation services from origin to market for bulk commodities, due to insufficient operational and market integration with their transportation service providers;

 

  •  

Transportation Service Providers with insufficient volumes to leverage their inherent infrastructure and operational efficiency assets and expertise, due to insufficient integration with their bulk commodity customers;

 

  •  

Bulk Commodity Producers and Transportation Service Providers that individually lack the ability to market and execute long-term, high-efficiency, high-netback bulk commodity sales agreements.

Our acquisition strategy leverages our team’s deep understanding of the bulk commodity industries that we have managed or advised throughout our careers, including operating successful railway and transportation enterprises. We believe this cross-sector expertise is unusual in both the railroad industry and the bulk commodity industry. Our management team, led by Mr. Michel, has experience:

 

  •  

Operating railroad companies, evaluating the business opportunities of railroad companies, developing bulk commodity transportation opportunities, and identifying and recruiting talent in the railroad industry;

 

  •  

Developing market-access strategies for bulk commodity customers in regions and industries overlooked or insufficiently served by others, including grain, ethanol, and steel opportunities in central Nebraska, grain opportunities in the northern Great Plains, animal feed, steel, energy fuels, and fertilizer opportunities in Mexico, aggregates opportunities on the Gulf Coast, grain, petroleum products and import-export opportunities on the Lower Mississippi River, and crude oil production and export opportunities in Utah’s Uinta Basin; and

 

  •  

Developing and growing companies, both organically and inorganically.

We believe there are opportunities in the bulk commodity production and transportation services industries that will benefit from our integrated approach and expertise, with significant value creation upon completion of a business combination and a public listing for the target company.

Following the closing of our IPO on November 16, 2021, we commenced our search for a potential initial business combination of one or more businesses.

Investment Criteria

Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective business targets. We use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines.

We believe there are a considerable number of target businesses in the bulk commodity production and transportation service industries that can benefit from new capital to scale operations and from integration of production and transportation, which we believe will generate substantial revenue and earnings growth.

 

8

We intend to acquire one or more businesses that we believe have one or more of the following characteristics:

 

  •  

Stranded Assets. We are identifying bulk commodity producers, or transportation service providers, that through integration between production and transportation functions, and integration of management expertise and knowledge, will unlock stranded or underutilized production and transportation assets. We are pursuing business combination opportunities within the railroad and bulk commodity sectors to achieve integrated efficiencies and market leverage not available to these companies acting independently. If we vertically integrate this market, we believe it will allow us to lock in the value of the complete commodity supply chain, achieve market leverage, and provide commodity consumers with guaranteed sourcing and logistics solutions. This in turn reduces their market exposure and enables them to provide long-term take-or-pay contracts at terms attractive to our company.

 

  •  

Control of Undervalued Commodity Assets. We believe certain producers of bulk commodities, such as grains and vegetable oils, mineral and metallic ores and concentrates, energy fuels, biofuels, cement and aggregates, and other goods and commodities essential to modern economies, are undervalued for one or more of the following reasons: the producer’s lack of cost-effective transport to market, the difficult and lengthy regulatory process to permit and license new production and transportation assets, and the market not appreciating the limited supply of the producer’s bulk commodities or the increase in demand for bulk commodities that we believe will occur in the developing world as it seeks to modernize. We believe most market analysis unduly discounts the potential for development and demand for commodities among the 82 percent of the world’s population that lives in countries classified by the United Nations as Medium or Low Human Development.

 

  •  

Emissions Profiles that Enable Governments to Meet Carbon Emission Reduction Goals. Railroads emit 1.5 to 5 times less greenhouse gas emissions than trucks, according to the U.S. Environmental Protection Agency. We believe demand for railroad services, and railroad pricing power, will increase substantially as North American governments either institute carbon taxation schemes, carbon emissions reduction schemes, or make direct investment into freight and passenger railroad infrastructure in order to reduce reliance on trucks and privately owned internal-combustion engine vehicles. We also believe demand for certain fossil fuels will grow during transition to zero-net carbon emissions infrastructure and transportation, because they offer significantly reduced carbon and other deleterious emissions per unit of transportation output or heating output, compared to existing sources. In particular, we believe demand for natural gas and crude oils with low- or near-zero sulfur and metals content will supplant or eliminate coal and crude oils with high sulfur and metals content in world markets.

 

  •  

Control of Commodity Assets or Transportation Services for Commodity Producers with Exceptional Growth Potential. Demand for bulk commodities including copper, nickel, lithium, rare earths, and other metals and non-metallic minerals essential to electric vehicles, electrical power generation, and electrical power transmission is expected to grow at least 5-fold by 2050, according to the World Bank, and as much as 10 fold according to industry news sources including mining.com. We believe that demand growth will include pricing power both for commodity producers as well as transportation providers, particularly because railroad transportation of bulk commodities is not readily replaced by truck, and because we believe regulatory constraints on pipeline construction and replacement will become increasingly onerous.

 

  •  

Significant Barriers to Entry. We are targeting businesses or assets where new entrants are constrained by lengthy, complicated, or expensive barriers to entry, such as environmental clearances and permits, linear right-of-way acquisition, public lands entry, or market dominance regulations. In particular, railroads cannot readily be replicated, expansion into new markets is difficult and onerous for large railroad companies, and permitting of resource extraction on federal, tribal, or state lands is lengthy and complex.

Effecting a Business Combination General

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash from one or a combination of the following: the proceeds of the IPO and the private placement of the private warrants, proceeds from the sale of additional securities, the issuance of shares or other securities, or new debt. We may seek to consummate our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth (such as a company that has begun operations but is not yet at the stage of commercial manufacturing and sales), which would subject us to the numerous risks inherent in such companies and businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

If our initial business combination is paid for using shares or debt securities, or not all of the funds released from the trust account are used for payment of the purchase price in connection with our business combination or used for redemptions of purchases of our common stock, we may apply the cash released to us from the trust account that is not applied to the purchase price for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies or for working capital.

Since the consummation of the IPO, we have focused on identifying, doing due diligence on and speaking to management of potential target companies in a variety of markets within our target sectors. Subject to the requirement that our initial business combination must be with one or more target businesses or assets having an aggregate fair market value of at least 80% of the value of the trust account (excluding any taxes payable) at the time of the agreement to enter into such initial business combination, we have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses.

 

9

Our IPO prospectus and the charter in effect at the time of the IPO provided that we had 12 months from the date of our IPO (until November 16, 2022) to complete a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Combination Period”). At the time of our IPO, our charter and Trust Agreement provided that we had the right to extend the period of time to consummate a Business Combination up to two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination) by depositing into the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, an amount of $0.10 per unit sold to the public in the IPO for each such three-month extension (each, an “Extension Election”), as described in more detail in our IPO prospectus. The first Extension Election was used in November 2022 to extend the Combination Period to February 15, 2023 by depositing $2,300,000 into the Company’s trust account.

In a special meeting of the stockholders on February 8, 2023, an Extension Amendment Proposal and a Trust Amendment Proposal were approved, and as a result, we extended the Combination Period to March 15, 2023 and granted the Company the right to extend the Combination Period on a monthly basis up to five (5) times by an additional one (1) month each time after March 15, 2023 or later extended deadline date, by resolution of the Board if requested by the Sponsor. If the Board decides to implement an Extension, the Sponsor or its designees have agreed to contribute to us Loans of $0.05 for each public share that is not redeemed plus (ii) because the Business Combination was not consummated by February 15, 2023, the Monthly Amount for each calendar month (commencing on February 16, 2023 and ending on the 15th day of each subsequent month), or portion thereof, that is needed by the Company to complete the Business Combination until August 15, 2023. Accordingly, the amount deposited per share will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension and the length of the extension period that will be needed to complete the Business Combination. The purpose of the Extension is to provide the Company more time to complete a Business Combination, which the Board believes is in the best interests of our stockholders. With the Extension Amendment Proposal approved, neither the Sponsor nor the Company is required to deposit additional funds into the trust account in connection with the Extension.

In connection with the Extension Amendment Proposal, stockholders who owned shares of our common stock issued in our IPO (we refer to such stockholders as “public stockholders” and such shares as “public shares”) elected to redeem all or a portion of their public shares. Stockholders who elected to redeem, the redemption for a per-share price, payable in cash, was equal to the aggregate amount then on deposit in the Company’s trust account, including interest (which interest was net of taxes payable), divided by the number of then outstanding public shares. As a result, 9,155,918 shares were redeemed at $10.32 per share, totaling $94,489,074. Therefore, as of February 8, 2023, there were 13,844,082 shares of Class A common stock, par value $0.0001 per share, issued and outstanding. As of March 16, 2023, there was $146,286,095 available in the trust account.

On February 17, 2023, the Sponsor loaned the Company $692,204 in order to extend the Combination Period to March 15, 2023. On March 13, 2023, the Sponsorloaned the Company $692,204 in order to extend the Combination Period to April 15, 2023.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the consummation of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. Subject to compliance with applicable securities laws, we would consummate such financing only simultaneously with the consummation of our business combination. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law or the NYSE, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

Members of our management team directly or indirectly own a portion of our founders shares, common stock and/or Private Placement Warrants and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination.

Sources of Target Businesses

Target business candidates may be brought to our attention from various sources, including unaffiliated sources such as investment bankers and investment professionals. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read the final prospectus relating to our IPO (Registration Statement on Form S-1, File No. 333-256381 (the “Registration Statement”)) as filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2021, and know what types of businesses we are targeting. Our officers and directors, as well as our Sponsor and its affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as

 

10

attending trade shows or conventions. In addition, we may receive proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors and our Sponsor and their respective industry and business contacts as well as their affiliates. We may engage professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our Sponsor or any of our existing officers or directors, or any entity with which our Sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). Although none of our Sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated initial business combination, we do not have a policy that prohibits our Sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business.

We have agreed to pay our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements is not being used as a criterion in our selection process of an initial business combination candidate.

We are not prohibited from pursuing an initial business combination with an initial business combination target that is affiliated with our Sponsor, officers or directors or making the initial business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors. In the event we seek to complete our initial business combination with an initial business combination target that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

Potential target companies with whom we may engage in discussions may have had prior discussions with other blank check companies, bankers in the industry and/or other professional advisors including blank check companies with which our executive officers or board of directors were affiliated. We may pursue transactions with such potential targets (i) if such other blank check companies are no longer pursuing transactions with such potential targets, (ii) if we become aware that such potential targets are interested in a potential initial business combination with us and (iii) if we believe such transactions would be attractive to our stockholders. As more fully discussed in the section of this Form 10-K titled “Conflicts of Interest,” if any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Selection of a Target Business and Structuring of our Initial Business Combination

The NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of our initial business combination will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation, a valuation based on trading multiples of comparable public businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. Our board of directors may not be able to make an independent determination of the fair market value of our initial business combination if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects.

We will not purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations. We anticipate structuring our initial business combination either (i) in such a way so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target

 

11

management team or stockholders. However, we will only complete an initial business combination if the post-transaction 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 rules and regulations. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the NYSE’s 80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure our stockholders that we will properly ascertain or assess all significant risk factors.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, there is competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our ability to acquire larger target businesses is limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the initial business combination of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

Management Operating and Investment Experience

We believe that our executive officers possess the experience, skills and contacts necessary to source, evaluate, and execute an attractive business combination. See the section titled “Our Management Team” for complete information on the experience of our officers and directors. Notwithstanding the foregoing, our officers and directors are not required to commit their full time to our affairs and can allocate their time to other businesses. Each of our employees to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination). The past successes of our executive officers and directors do not guarantee that we will successfully consummate an initial business combination.

As more fully discussed in “Sources of Target Businesses,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, he may be required to present such business combination opportunity to such entity, subject to his or her fiduciary duties under Delaware law, prior to presenting such business combination opportunity to us. Most of our officers and directors currently have certain pre-existing fiduciary duties or contractual obligations.

 

12

Emerging Growth Company Status and Other Information

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to 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 of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are taking advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of our IPO on November 16, 2021 (i.e., November 16, 2026), (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equals or exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates equals or exceeds $700 million as of the prior June 30.

Employees

We currently have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they each devote as much of their time as they each deem necessary to our affairs until we have completed our initial business combination. The amount of time they will each devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the consummation of our initial business combination.

Periodic Reporting and Financial Information

Our units, shares, and warrants are registered under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, this Annual Report on Form 10-K contains financial statements audited and reported on by our independent registered public auditors. You can read our SEC filings over the internet at the SEC’s website at www.sec.gov or on the Company’s website at http://irr-x.com/.

We will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance with, or be reconciled to, U.S. GAAP, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.

We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2022, as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer will we be required to have our internal control procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

 

13

ITEM 1A.

RISK FACTORS

An investment in our securities involves a high degree of risk. Our stockholders should consider carefully all of the risks described below, together with the other information contained in this Form 10-K and other filings made by us with the U.S. Securities and Exchange Commission, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and our stockholders could lose all or part of their investment.

Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business-Combination Risks

Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.

We may choose not to hold a stockholder vote to approve our initial business combination unless the initial business combination would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other legal reasons. Except as required by law, the decision as to whether we will seek stockholder approval of a proposed initial business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our public shares do not approve of the initial business combination we complete. Please see the section of this Form 10-K entitled “Risk Factors-Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business-Combination Risks” for additional information.

If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote. In addition, the anchor investors have agreed to vote any founder shares in favor of such initial business combination, regardless of how our public stockholders vote.

Pursuant to the terms of a letter agreement entered into with us, our Sponsor, officers and directors have agreed to vote their founder shares, as well as any public shares purchased during or after the November 16, 2021 closing (including in open market and privately negotiated transactions), and our anchor investors have agreed to vote any founder shares held by them, in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need only 4,066,636, or 29.4%, of the 13,844,082 shares of Class A common stock sold after November 16, 2021 to be voted in favor of an initial business combination (assuming all outstanding shares are voted and our Sponsor, officers and directors do not purchase any public shares) in order to have our initial business combination approved. Our Sponsor, officers, directors, and anchor investors own all of the shares of the Class B common stock, which represented 20% of our outstanding shares of common stock immediately following the November 16, 2021 closing and the private placement and represents 29.3% of our outstanding shares of common stock as of March 27, 2023 as a result of redemptions in relation to our February 2023 stockholder meeting. Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders to vote in favor of our initial business combination, and the agreement by the anchor investors to vote any founder shares held by them, will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination. Because the anchor investors purchased all of the units that they expressed an interest in purchasing, if they hold all such units until prior to consummation of our initial business combination and vote their public shares in favor of our initial business combination, then in addition to the founder shares, no affirmative votes from other public stockholders would be required to approve our initial business combination. The anchor investors are not required to vote any of their public shares in favor of our initial business combination or for or against any other matter presented for a stockholder vote. Because the anchor investors purchased all of the units for which they expressed an interest, the substantial majority of units sold are held by the anchor investors. The anchor investors may have different interests than our other public stockholders since their investments in the founder shares will generally be worthless if we do not consummate an initial business combination within the completion window. Because the anchor investors can purchase founder shares for the same nominal purchase price paid for such shares by our Sponsor, the anchor investors will also have the potential to realize enhanced economic returns from their investment in us in comparison to our other public stockholders who are not purchasing founder shares from our Sponsor. Accordingly, the anchor investors may be more likely to favor any proposed initial business combination transaction even if our other public stockholders do not favor the transaction.

Participation by our anchor investors reduced the public float for our shares.

Twelve anchor investors each purchased up to either 1,880,000, 1,500,000, or 980,000 units in our IPO at the offering price. Because each of the anchor investors purchased all of the units for which they expressed an interest, approximately 86.96% of the units sold in the IPO (including the shares sold pursuant to the underwriters’ exercise of the over-allotment option) were purchased by the anchor investors immediately following IPO, and such purchases have reduced the available public float for our securities. Such reduction in our available public float may consequently reduce the trading volume, volatility and liquidity of our securities relative to what they would have been had such units been purchased by public investors and could result in our

 

14

securities being delisted from the NYSE. The anchor investors are not required to hold any units, Class A common stock or warrants they purchased in the IPO or thereafter for any amount of time. Accordingly, the anchor investors may sell any, or up to all, of the units, Class A common stock or warrants they purchased in the IPO or thereafter at any time. The sale of material amounts of units, Class A common stock or warrants, or the perception that such sales may occur, could reduce the market prices of those securities and may encourage short sales. Based on the amounts purchased at the time of our IPO, not all of the anchor investors were required to file Schedule 13Gs to report their beneficial ownership, so we do not know if all of the anchor investors continue to hold all of the shares they purchased in the IPO. Based on Schedule 13Gs filed by the Sponsor and certain of the anchor investors, as of the dates reflected in such Schedule 13Gs (see Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, below), our Sponsor and the anchor investors continued to hold (in the aggregate) at least 51.6% of our outstanding shares of common stock.

The stockholders’ only opportunity to affect the investment decision regarding a potential business combination is limited to the exercise of the stockholders’ right to redeem their shares from us for cash, unless we seek stockholder approval of the initial business combination.

At the time of their investment in us, the stockholders are not provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete an initial business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the initial business combination, unless we seek such stockholder vote.

Accordingly, if we do not seek stockholder approval, the stockholders’ only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising their redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.

The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an initial business combination with a target.

We may seek to enter into an initial business combination agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the initial business combination. Furthermore, in no event will we redeem our public shares unless our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition, each as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into an initial business combination with us.

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

At the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B common stock results in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the Class B common stock at the time of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect our obligation to pay the deferred underwriting commissions.

 

15

The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that our stockholders would have to wait for liquidation in order to redeem their stock.

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, the stockholders would not receive their pro rata portion of the trust account until we liquidate the trust account. If the stockholders are in need of immediate liquidity, the stockholders could attempt to sell their stock in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either situation, the stockholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with our redemption until we liquidate or the stockholders are able to sell their stock in the open market.

The requirement that we complete our initial business combination within the prescribed time frame described in our certificate of incorporation may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.

Any potential target business with which we enter into negotiations concerning an initial business combination will be aware that we must complete our initial business combination within the prescribed time frame for the Combination Period, as described in more detail in relation to the Extensions in Item 1 of this Annual Report on Form 10-K and which Combination Period is currently April 15, 2023 (but may be extended until up to August 15, 2023, as further described in Item 1 of this Annual Report on Form 10-K). Consequently, such target business may obtain leverage over us in negotiating an initial business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We may not be able to complete our initial business combination within the prescribed time frame set forth in our Amended and Restated Certificate of Incorporation, as amended (our “certificate of incorporation”), in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.56 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our certificate of incorporation provides that we must complete our initial business combination within the prescribed time frame for the Combination Period, as described in more detail in relation to the Extensions in Item 1 of this Annual Report on Form 10-K, and which Combination Period currently ends on April 15, 2023 (but may be extended, as further described in Item 1 of this Annual Report on Form 10-K until up to August 15, 2023). We may not be able to find a suitable target business and complete our initial business combination within such time period. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, our public stockholders may only receive $10.56 per share, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.56 per share on the redemption of their shares. See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than the $10.10 per share initially placed in the trust account or the $10.56 per share currently held in the trust account as of March 16, 2023” and other risk factors below.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) pandemic.

The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

 

16

If we seek stockholder approval of our initial business combination, our Sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our Class A common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of our Class A common stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

Our stockholders will not have any rights or interests in funds from the trust account, except under certain limited circumstances. For the stockholders to liquidate their investment, therefore, they may be forced to sell their public shares or warrants, potentially at a loss.

Our public stockholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the prescribed time frame set forth in our certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of our public shares if we are unable to complete an initial business combination within the prescribed time frame, subject to applicable law and as further described herein. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate their investment, our stockholders may be forced to sell their public shares or warrants, potentially at a loss.

 

17

Our stockholders are not entitled to protections normally afforded to investors of many other blank check companies.

Since the net proceeds of the IPO and the sale of the Private Placement Warrants are intended to be used to complete an initial business combination with a target business that has not been identified, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units are tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if we were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.56 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our warrants will expire worthless.

There is competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar technical, human and other resources to ours, and our financial resources will be relatively limited when contrasted with those of many of these competitors. Our ability to compete with respect to the acquisition of certain target businesses that are sizable are limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, because we are obligated to pay cash for the shares of Class A common stock which our public stockholders redeem in connection with our initial business combination, target companies will be aware that this may reduce the resources available to us for our initial business combination. This may place us at a competitive disadvantage in successfully negotiating an initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.56 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.56 per share upon our liquidation. See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than the $10.10 per share initially placed in the trust account or the $10.56 per share currently held in the trust account as of March 16, 2023” and other risk factors below.

 

18

The net proceeds of the IPO and the sale of the Private Placement Warrants not being held in the trust account have been utilized. We depend on loans from our Sponsor or management team to fund our search for an initial business combination, to pay our taxes and to complete our initial business combination. If we are unable to continue obtaining these loans, we may be unable to complete our initial business combination.

Of the net proceeds of the IPO and the sale of the Private Placement Warrants, only approximately $1,750,000 was available to us initially outside the trust account to fund our working capital requirements. Because our offering expenses exceeded our estimate of $750,000, we have funded such excess with funds not to be held in the trust account. The amount held in the trust account has not been impacted as a result of such increase or decrease. None of our Sponsor, members of our management team nor any of their affiliates or any of the anchor investors are under any obligation to advance additional funds to us. Any advances may be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement-equivalent warrants at a price of $1.00 per warrant at the option of the lender. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or any affiliates of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to obtain additional loans, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive approximately $10.56 per share on our redemption of our public shares, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.56 per share on the redemption of their shares. See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than the $10.10 per share initially placed in the trust account or the $10.56 per share currently held in the trust account as of March 16, 2023” and other risk factors below.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than the $10.10 per share initially placed in the trust account or the $10.56 per share currently held in the trust account as of March 16, 2023.

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Marcum LLP, our independent registered public accounting firm, and the underwriters of the offering, will not execute agreements with us waiving such claims to the monies held in the trust account.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.10 per share initially placed in the trust account or the $10.56 per share currently held in the trust account as of March 16, 2023, due to claims of such creditors. Pursuant to the letter agreement, the form of which is filed as Exhibit 10.1 to the Registration Statement, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of our company. Therefore, it is unlikely that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 

19

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.56 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the trust account and not to seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the prescribed time frame set forth in our certificate of incorporation may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with

 

20

respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the end of the period of time to consummate a business combination (which is currently up to August 15, 2023, if extended through such date) in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.

Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure our stockholders that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within the prescribed time frame set forth in our certificate of incorporation is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.

In accordance with the NYSE corporate governance requirements, we are required to hold an annual meeting. Furthermore, under Section 211(b) of the DGCL, we are, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL or the rules of the NYSE, which require an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, our stockholders will be unable to ascertain the merits or risks of any particular target business’s operations.

We are not limited to completing an initial business combination in any industry or geographical region, although we are not, under our certificate of incorporation, permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. Because we have not yet definitively selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure our stockholders that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure our stockholders that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

 

21

We may seek business combination opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.

Although we focus on identifying companies in sectors where we have experience, we may consider an initial business combination outside of our management’s area of expertise if an initial business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company or we are unable to identify a suitable candidate in this sector after having expanded a reasonable amount of time and effort in an attempt to do so. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure our stockholders that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure our stockholders that an investment in our securities will not ultimately prove to be less favorable to investors in the market than a direct investment, if an opportunity were available, in an initial business combination candidate. In the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Form 10-K regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

Although we have general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

Although we have general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.56 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.56 per share on the redemption of their shares. See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than the $10.10 per share initially placed in the trust account or the $10.56 per share currently held in the trust account as of March 16, 2023” and other risk factors below.

We may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. We may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We are not required to obtain a fairness opinion, and consequently, our stockholders may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our initial business combination with an affiliated entity or our board cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

 

22

Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

The federal proxy rules require that a proxy statement with respect to a vote on an initial business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

Concentration of ownership among our Sponsor and the anchor investors may prevent other investors from influencing significant corporate decisions or adversely affect the trading price of our common stock.

Our Sponsor and the anchor investors owned collectively 89.57% of our outstanding shares of common stock immediately following our IPO. Based on the amounts purchased at the time of our IPO, not all of the anchor investors were required to file Schedule 13Gs to report their beneficial ownership, so we do not know if all of the anchor investors continue to hold all of the shares they purchased in the IPO. Based on Schedule 13Gs filed by the Sponsor and certain of the anchor investors, as of the dates reflected in such Schedule 13Gs (see Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, below), our Sponsor and the anchor investors continued to hold (in the aggregate) at least 53% of our outstanding shares of common stock. As a result, these stockholders have substantial control over us and could be able to exercise significant influence over all matters requiring stockholder approval (although we have no knowledge of any affiliation or other agreement or arrangement, as to voting of our securities or otherwise, among any such persons). For example, in the event that the anchor investors continue to hold the shares included in the units they purchased in the IPO and vote such shares in favor of our initial business combination (although they are not contractually obligated to, their interest in our founder shares directly or in the Sponsor may provide an incentive for them to do so), we would not need any additional public shares sold to be voted in favor of our initial business combination to have our initial business combination approved. This potential concentration of influence could be disadvantageous to other stockholders with interests different from those of our Sponsor and the anchor investors. In addition, this potential significant concentration of share ownership may adversely affect the trading price of our common shares because investors often perceive disadvantages in owning shares in companies with principal stockholders and might make it more difficult to complete a business combination with targets that would prefer to enter into a transaction with a SPAC with less concentrated ownership.

Since our anchor investors own founder shares, a conflict of interest may arise in determining whether a particular target business is appropriate for our initial business combination.

The anchor investors paid only a nominal amount for the founder shares that they own. The anchor investors will benefit from any appreciation in the value of the founder shares above that nominal amount, provided that we successfully complete a business combination. Moreover, because the anchor investors acquired all of the their units in the IPO for a purchase price of $10.00 per unit, and acquired all of the 1,515,160 founder shares for a price of $0.004 per share, then assuming each warrant has no value and without taking into account any liquidity discount on the founder shares, the anchor investors paid an effective price of $9.29 per share of common stock acquired, as compared to the $10.00 per share paid by the other public stockholders in the IPO. As a result of their interest in the founder shares, the anchor investors may have an incentive to vote any public shares they own in favor of a business combination, and, if a business combination is approved, they may make a substantial profit on such interests, even if the business combination is with a target that ultimately declines in value and is not profitable for other public stockholders.

 

23

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete an initial business combination with which a substantial majority of our stockholders do not agree.

Our certificate of incorporation does not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares unless our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’ fees and commissions (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, all shares of Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, we and other blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure our stockholders that we will not seek to further amend our certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.

In order to effectuate an initial business combination, we and other blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, on February 8, 2023, an amendment to our certificate of incorporation (the “Extension Amendment Proposal”) and an amendment to our Trust Agreement (the “Trust Amendment Proposal”) were approved by our stockholders, and as a result, we extended the Combination Period through April 15, 2023 and the Company was granted the right to extend the Combination Period on a monthly basis up to five (5) times by an additional one (1) month each time until August 15, 2023. As another example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. To the extent we seek to amend our organizational documents in a way that would be deemed to fundamentally change the nature of any of our securities issued in the IPO, we would register, or seek an exemption from registration for, the affected securities. We cannot assure our stockholders that we will not seek to amend our certificate of incorporation or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

The provisions of our certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account), may be amended with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our certificate of incorporation and the Trust Agreement to facilitate the completion of an initial business combination that some of our stockholders may not support.

Our certificate of incorporation provides that any of its provisions related to pre-initial business combination activity (including the requirement to deposit proceeds of the IPO and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein and including to permit us to withdraw funds from the trust account such that the per share amount investors will receive upon any redemption or liquidation is substantially reduced or eliminated) may be amended if approved by holders of 65% of our common stock entitled to vote thereon, and corresponding provisions of the Trust Agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock entitled to vote thereon. In all other instances, our certificate of incorporation may be amended by holders of a majority of our outstanding common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. We may not issue additional securities that can vote on amendments to our certificate of incorporation. Holders of our founder shares, who collectively beneficially own up to 29.3% of our common stock after the redemption relating to our February 8, 2023 stockholder meeting, will participate in any vote to amend our certificate of incorporation and/or Trust Agreement and will have the discretion to vote in any manner they choose. Because the anchor investors purchased all of the units that they have expressed an interest in purchasing in the IPO, if such anchor investors hold all such units until prior to consummation of our initial business combination and vote their public shares to amend our certificate of incorporation, no affirmative votes from other public stockholders may be required to approve such amendment to our certificate of incorporation. As a result, we may be able to amend the provisions of our certificate of incorporation which govern our pre-initial business combination behavior more easily than some other blank check companies, and this may increase our ability to complete an initial business combination with which our stockholders do not agree. Our stockholders may pursue remedies against us for any breach of our certificate of incorporation.

 

24

Our Sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares on a business combination if we do not complete our initial business combination within the prescribed time frame or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, divided by the number of then outstanding public shares. These agreements are contained in a letter agreement that we have entered into with our Sponsor, officers and directors. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our Sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.

We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

We may target businesses larger than we could acquire with the amount remaining in the trust account. As a result, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure our stockholders that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, the amount of additional financing we may be required to obtain could increase as a result of future growth capital needs for any particular transaction, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination and/or the terms of negotiated transactions to purchase shares in connection with our initial business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.56 or less per share plus any pro rata interest earned on the funds held in the trust account and not previously released to us to pay our taxes on the liquidation of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination. If we are unable to complete our initial business combination, our public stockholders may only receive approximately $10.56 per share or less on the liquidation of our trust account, and our warrants will expire worthless. Furthermore, as described in the risk factor entitled “If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than the $10.10 per share initially placed in the trust account or the $10.56 per share currently held in the trust account as of March 16, 2023,” under certain circumstances our public stockholders may receive less than $10.56 per share upon the liquidation of the trust account.

Our initial stockholders and anchor investors control the election of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, they will elect all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that our stockholders do not support.

Immediately after the closing of our IPO on November 16, 2021, our initial stockholders and the anchor investors owned shares representing 89.57% of our issued and outstanding shares of common stock. Based on the amounts purchased at the time of our IPO, not all of the anchor investors were required to file Schedule 13Gs to report their beneficial ownership, so we do not know if all of the anchor investors continue to hold all of the shares they purchased in the IPO. Based on Schedule 13Gs filed by the Sponsor and certain of the anchor investors, as of the dates reflected in such Schedule 13Gs (see Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, below), our Sponsor and the anchor investors continued to hold (in the aggregate) at least 51.6% of our outstanding shares of common stock. In addition, the founder shares, all of which are held by our initial stockholders and the anchor investors, will entitle the holders to elect all of our directors prior to our initial business combination. Holders of our public shares will have no right to vote on the election or removal of directors during such time. As a result, our stockholders will not have any influence over the election or removal of directors prior to our initial business combination. Accordingly, our initial stockholders and the anchor investors may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that our stockholders do not support, including amendments to our certificate of incorporation and approval of major corporate transactions. The anchor investors each purchased all of the units that each anchor investor has expressed an interest in purchasing, increasing their control. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A common stock. In addition, our board of directors, whose members were elected by our initial stockholders, is and will be divided

 

25

into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the initial business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our initial stockholders and the anchor investors, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial stockholders and the anchor investors will continue to exert control at least until the completion of our initial business combination.

Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.56 per share, or less than such amount in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.56 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.56 per share on the redemption of their shares. See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than the $10.10 per share initially placed in the trust account or the $10.56 per share currently held in the trust account as of March 16, 2023” and other risk factors below.

Our key personnel may negotiate employment or consulting agreements as well as reimbursement of out-of-pocket expenses, if any, with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation or reimbursement for out-of-pocket expenses, if any, following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

Our key personnel may be able to remain with the company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the initial business combination. Additionally, they may negotiate reimbursement of any out-of-pocket expenses incurred on our behalf prior to the consummation of our initial business combination, should they choose to do so. Such negotiations would take place simultaneously with the negotiation of the initial business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the initial business combination, or as reimbursement for such out-of-pocket expenses. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure our stockholders that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination. In addition, pursuant to an agreement with us, our Sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the Sponsor holds any securities covered by the registration and stockholder rights agreement.

We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders’ investment in us.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders following the initial business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

 

26

As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.

In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination.

In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions (including the recent outbreak of hostilities between Russia and Ukraine), or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete an initial business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

Although we have no commitments as of the date of this Form 10-K to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

 

  •  

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 security is payable on demand;

 

  •  

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security 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, our ability to pay expenses, make capital expenditures and acquisitions, and fund 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;

 

  •  

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

 

  •  

other disadvantages compared to our competitors who have less debt.

We may only be able to complete one business combination with available cash, which will cause us to be solely dependent on a single business which may have a limited number of services and limited operating activities. This lack of diversification may negatively impact our operating results and profitability.

Following the redemptions relating to our February 8, 2023 stockholder meeting and the March 15, 2023 extension, on March 16, 2023, $146,286,095 was available in the trust account to complete our initial business combination and pay related fees and expenses (which includes up to $8,050,000 for the payment of deferred underwriting commissions).

 

27

We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. In addition, we intend to focus our search for an initial business combination in a single industry. Accordingly, the prospects for our success may be:

 

  •  

solely dependent upon the performance of a single business, property or asset, or

 

  •  

dependent upon the development or market acceptance of a single or limited number of products, processes or services.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. We do not, however, intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in an initial business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our initial business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in an initial business combination with a company that is not as profitable as we suspected, if at all.

If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.

If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

 

  •  

higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

 

  •  

rules and regulations regarding currency redemption;

 

  •  

complex corporate withholding taxes on individuals;

 

  •  

laws governing the manner in which future business combinations may be effected;

 

  •  

tariffs and trade barriers;

 

  •  

regulations related to customs and import/export matters;

 

  •  

longer payment cycles and challenges in collecting accounts receivable;

 

  •  

tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;

 

  •  

currency fluctuations and exchange controls;

 

  •  

rates of inflation;

 

  •  

cultural and language differences;

 

  •  

employment regulations;

 

  •  

changes in industry, regulatory or environmental standards within the jurisdictions where we operate;

 

  •  

crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

 

28

  •  

deterioration of political relations with the United States; and

 

  •  

government appropriations of assets.

We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.

Risks Relating to our Sponsor and Management Team

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we employ after our initial business combination, we cannot assure our stockholders that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. In addition, the officers and directors of an initial business combination candidate may resign upon completion of our initial business combination. The departure of an initial business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business. The role of an initial business combination candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an initial business combination candidate’s management team will remain associated with the initial business combination candidate following our initial business combination, it is possible that members of the management of an initial business combination candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022 in the event of a liquidation or in connection with redemptions of our common stock after December 31, 2022.

Under the Inflation Reduction Act of 2022 (the “IRA”), adding Section 4501 to the Internal Revenue Code, a domestic corporation whose stock is traded on an established securities market (a “covered corporation” under the IRA) is subject to an excise tax of 1% on repurchases (redemptions) of its stock after December 31, 2022 (the “Excise Tax”). Because we are a Delaware corporation and our securities trade on the NYSE, we are a “covered corporation” within the meaning of the IRA.

The IRA became law on August 16, 2022. On December 27, 2022, the Internal Revenue Service published Notice 2023-2, providing “Initial Guidance” regarding the application of the Excise Tax on repurchases of corporate stock under Section 4501. Under these authorities we expect the Excise Tax to be imposed on the fair market value of stock repurchased by us. Under a “netting rule”, the fair market value of stock repurchased by us may be reduced by the fair market value of securities issued by us in the same taxable year, with the 1% Excise Tax then imposed on the excess, if any, of the value of redemptions over the value of issuances. Therefore, issuances of stock by us in connection with our initial business combination transaction (including any PIPE transaction at the time of our initial business combination) will reduce the amount of the Excise Tax in connection with redemptions occurring in the same taxable year. However, a business combination may not be completed during 2023 and, even if a business combination is completed, the fair market value of the securities redeemed may exceed the fair market value of the securities issued in such a combination or otherwise. (The fair market value of securities that are redeemed is determined by the market price of the stock on the day of redemption, regardless of the actual redemption amount.) Consequently, the Excise Tax may make a transaction with us less appealing to potential business combination targets.

Further, while the authorities indicate that as a general rule the Excise Tax does not apply in the event of a complete liquidation of a covered corporation, the availability of this exemption under circumstances that might surround the liquidation of a SPAC is not entirely clear.

While excise tax returns are generally filed on a quarterly basis, the Internal Revenue Service expects to issue regulations providing that reports of Excise Tax liability are due with the first quarterly excise tax return filed after the close of the taxable year.

Unlike some other blank check companies, we may extend the time to complete a business combination by a one month Extension each time without a stockholder vote or their ability to redeem their shares.

Unlike some other blank check companies, we may, but we are not obligated to, extend the period of time to consummate a business combination, by a one month Extension each time, up to August 15, 2023, to complete a business combination pursuant to the Extensions as further described in this Annual Report on Form 10-K without a stockholder vote or their ability to redeem their shares. If we are unable to consummate our initial business combination within the applicable time period, we will promptly redeem the public shares for a pro rata portion of the funds held in the trust account and promptly following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 

29

We are dependent upon our executive officers and directors and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our executive officers and directors, at least until we have completed our initial business combination. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

Since our Sponsor, officers and directors, and the anchor investors will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they acquired), and because our Sponsor, officers and directors and the anchor investors who have an interest in founder shares may profit substantially even under circumstances where our public stockholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. In addition, since our Sponsor paid only approximately $0.004 per share for the founder shares, certain of our officers and directors and the anchor investors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value.

In March 2021, our Sponsor paid us $25,000, or approximately $0.003 per share, to cover certain of our formation and operating expenses in consideration for 7,906,250 founder shares. In September 2021, our Sponsor forfeited 2,156,250 founder shares, resulting in our Sponsor holding 5,750,000 founder shares, for which it paid approximately $0.004 per share on a post-forfeiture basis. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares after the IPO. The founder shares will be worthless if we do not complete an initial business combination. Additionally, each of the anchor investors entered into an agreement with our Sponsor and certain of its members pursuant to which, subject to the conditions set forth therein, each such investor purchased up to either 142,425, 113,637, or 74,243, depending on such investors percentage investment, founder shares upon closing of our IPO on November 16, 2021. Our Sponsor accordingly cancelled an aggregate of 1,515,160 founder shares, which were reissued by us to our anchor investors in the IPO. As a result of the founder shares that our anchor investors may hold, they may have different interests with respect to a vote on an initial business combination than other public stockholders. In addition, our Sponsor purchased an aggregate of 9,400,000 Private Placement Warrants, each exercisable for one share of our Class A common stock at $11.50 per share, for a purchase price of $9,400,000, or $1.00 per warrant, that will also be worthless if we do not complete an initial business combination. Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed initial business combination and (B) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial business combination. In addition, we may obtain loans from our Sponsor, affiliates of our Sponsor or an officer or director. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for an initial business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors may also serve as officers or board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our officers’ and directors’ other business affairs, please see the section of this Form 10-K entitled “Management - Directors and Officers.”

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsor and officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, and our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Exchange Act even before we have entered into a definitive agreement regarding our initial business combination.

 

 

30

Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties.

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that our stockholders should be aware of, please see the sections of this Form 10-K entitled “Certain Relationships and Related Transactions, and Director Independence.”

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into an initial business combination with a target business that is affiliated with our Sponsor, our directors or officers, although we do not intend to do so. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

We may engage in an initial business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, officers, directors or existing holders which may raise potential conflicts of interest.

In light of the involvement of our Sponsor, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, officers or directors. Our directors also serve as officers and board members for other entities, including, without limitation, those described under the section of this Form 10-K entitled “Conflicts of Interest.” Such entities may compete with us for business combination opportunities. We may pursue a transaction with an affiliated entity if we determined that such affiliated entity meets our criteria for an initial business combination as set forth in the section of this Form 10-K entitled “Selection of a Target Business and Structuring of our Initial Business Combination” and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, regarding the fairness to our stockholders from a financial point of view of an initial business combination with one or more businesses affiliated with our officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the initial business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.

Our management may not be able to maintain control of a target business after our initial business combination.

We may structure an initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction 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 us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business. New management may not possess the skills, qualifications or abilities necessary to profitably operate such business.

 

31

Changes in the market for directors’ and officers’ liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.

The increased cost and decreased availability of directors’ and officers’ liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors’ and officers’ liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors’ and officers’ liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

Risks Relating to our Securities

The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.56 per share.

The proceeds held in the trust account are being invested only in U.S. government treasury obligations 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. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our certificate of incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.56 per share. On March 16, 2023, the balance of the trust account was $146,286,095.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

 

  •  

restrictions on the nature of our investments; and

 

  •  

restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

 

  •  

registration as an investment company;

 

  •  

adoption of a specific form of corporate structure; and

 

  •  

reporting, record keeping, voting, proxy and disclosure requirements and compliance with other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

 

32

We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 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. Pursuant to the Trust Agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Investment in our company is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the prescribed time frame set forth in our certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the prescribed time frame set forth in our certificate of incorporation, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our liquidation. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.56 per share or less on the liquidation of our trust account and our warrants will expire worthless.

The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our securities are listed on the NYSE. We cannot assure our stockholders that our securities will continue to be listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. In general, we must maintain a minimum number of holders of our securities. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our stock price would generally be required to be at least $4 per share, our global market capitalization would be required to be at least $200,000,000, the aggregate market value of publicly-held shares would be required to be at least $100,000,000 and we would be required to have at least 400 round lot holders. We cannot assure our stockholders that we will be able to meet those initial listing requirements at that time. A reduction in our available public float may consequently reduce the trading volume, volatility and liquidity of our securities relative to what they would have been had such units been purchased by public investors and could result in our securities being delisted from the NYSE.

If the NYSE delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

 

  •  

a limited availability of market quotations for our securities;

 

  •  

reduced liquidity for our securities;

 

  •  

a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

 

  •  

a limited amount of news and analyst coverage; and

 

  •  

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our securities are listed on the NYSE, our securities are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state

 

33

having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if our stockholders or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, our stockholders will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.

If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the IPO without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination and our stockholders could suffer a material loss on their investment in us if our stockholders sell Excess Shares in open market transactions. Additionally, our stockholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, our stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell their stock in open market transactions, potentially at a loss.

We have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis. If the issuance of the shares upon exercise of warrants is not registered, qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

We have not registered the shares of Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of Class A common stock issuable upon exercise of the warrants and thereafter will use our best efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure our stockholders or potential investors that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or Form 10-K, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we 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 from registration is available. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. We will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Class A common stock included in the units. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us. However, there may be instances in which holders of our public warrants may be unable to exercise such public warrants but holders of our private warrants may be able to exercise such private warrants.

 

34

If a warrant holder exercises their public warrants on a “cashless basis,” they will receive fewer shares of Class A common stock from such exercise than if they were to exercise such warrants for cash.

There are circumstances in which the exercise of the public warrants may be required or permitted to be made on a cashless basis. First, if a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Second, if a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available; if that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Third, if we call the public warrants for redemption, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (as defined in the next sentence) by (y) the fair market value. The “fair market value” is the average reported last sale 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 or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, a warrant holder would receive fewer shares of Class A common stock from such exercise than if they were to exercise such warrants for cash.

The grant of registration rights to our initial stockholders and the anchor investors may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock.

Pursuant to an agreement, our initial stockholders, the anchor investors and their permitted transferees can demand that we register the Private Placement Warrants, the shares of Class A common stock issuable upon exercise of the founder shares and the Private Placement Warrants held, or to be held, by them and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class A common stock issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the securities owned by our initial stockholders, anchor investors or holders of working capital loans, or their respective permitted transferees are registered.

We may issue additional common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock upon the conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks.

Our certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, par value $0.0001 per share, 10,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after the IPO, there were 77,000,000 and 4,250,000 authorized but unissued shares of Class A common stock and Class B common stock, respectively, available for issuance, which amount does not take into account the shares of Class A common stock reserved for issuance upon exercise of outstanding warrants nor the shares of Class A common stock issuable upon conversion of Class B common stock. Immediately after the consummation of the IPO, there were no shares of preferred stock issued and outstanding. Shares of Class B common stock are convertible into shares of our Class A common stock initially at a one-for-one ratio but subject to adjustment as set forth herein, including in certain circumstances in which we issue Class A common stock or equity-linked securities related to our initial business combination.

 

 

35

We may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination (although our certificate of incorporation provides that we may not issue securities that can vote with common stockholders on matters related to our pre-initial business combination activity). We may also issue shares of Class A common stock upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our certificate of incorporation. However, our certificate of incorporation provides, among other things, that prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of our certificate of incorporation, like all provisions of our certificate of incorporation, may be amended with the approval of our stockholders. However, our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our certificate of incorporation (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the prescribed time frame or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

The issuance of additional shares of common or preferred stock:

 

  •  

may significantly dilute the equity interest of investors;

 

  •  

may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;

 

  •  

could cause a change of control if a substantial number of shares of our common stock are 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; and

 

  •  

may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

In March 2021, our Sponsor paid an aggregate of $25,000, or approximately $0.003 per founder share, and, accordingly, investors in our IPO experienced immediate and substantial dilution from the purchase of our Class B common stock. In September 2021, our Sponsor forfeited 2,156,250 founder shares, resulting in our Sponsor holding 5,750,000 founder shares, for which it paid approximately $0.004 per share on a post-forfeiture basis.

The difference between the public offering price per share (allocating all of the unit purchase price to the Class A common stock and none to the warrant included in the unit) and the pro forma net tangible book value per share of our Class A common stock after the closing of our IPO constituted the dilution to our stockholders and the other investors. Our Sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon the closing, the public stockholders incurred an immediate and substantial dilution of approximately 155.6% (or $15.56 per share), the difference between the pro forma net tangible book value per share of $15.56 and the IPO price of $10.00 per unit. In addition, because of the anti-dilution rights of the founder shares, any equity or equity-linked securities issued or deemed issued in connection with our initial business combination would be disproportionately dilutive to our Class A common stock.

Unlike many other similarly structured blank check companies, holders of our founder shares will receive additional shares of Class A common stock if we issue shares to consummate an initial business combination.

The founder shares will automatically convert into Class A common stock at the time of our initial business combination, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities convertible or exercisable for Class A common stock, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial business combination, the ratio at which founder shares shall convert into Class A common stock will be adjusted so that the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 29.3% of the total number of all outstanding shares of common stock upon completion of the initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination and any private placement-equivalent warrants issued to our Sponsor or its affiliates upon conversion of loans made to us. This is different from many other similarly structured blank check companies in which the initial stockholder will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination. Additionally, the aforementioned adjustment will not take into account any shares of Class A common stock redeemed in connection with the business combination. Accordingly, the holders of the founder shares could receive additional shares of Class A common stock even if the additional shares of Class A common stock, or equity-linked securities convertible or exercisable for Class A common stock, are issued or deemed issued solely to replace those shares that were redeemed in connection with the business combination. The foregoing may make it more difficult and expensive for us to consummate an initial business combination.

 

36

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants. As a result, the exercise price of the stockholders’ warrants could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without their approval.

Our warrants were issued in registered form under a warrant agreement between American Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forth in this Form 10-K, or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

Our warrants are accounted for as a warrant liability and have been recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our Class A common stock or may make it more difficult for us to consummate an initial business combination.

We issued warrants to purchase 11,500,000 shares of our Class A common stock as part of the IPO and, simultaneously, we issued Private Placement Warrants to purchase an aggregate of 9,400,000 shares of Class A common stock at $11.50 per share. We account for these as a warrant liability and recorded them at fair value upon issuance and will record any changes in fair value each period reported in earnings as determined by us based upon a valuation report obtained from an independent third party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A common stock. In addition, potential targets may seek a SPAC that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

We may redeem our stockholders’ unexpired warrants prior to their exercise at a time that is disadvantageous to our stockholders, thereby making their warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us. Redemption of the outstanding warrants could force our stockholders (i) to exercise their warrants and pay the exercise price therefor at a time when it may be disadvantageous for our stockholders to do so, (ii) to sell their warrants at the then-current market price when our stockholders might otherwise wish to hold their warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants. None of the Private Placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.

Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our initial business combination.

We issued warrants to purchase 11,500,000 shares of our Class A common stock as part of the units offered in the IPO and we issued Private Placement Warrants to purchase an aggregate of 9,400,000 shares of Class A common stock at $11.50 per share. Our initial stockholders and the anchor investors in the IPO currently own an aggregate of 5,750,000 founder shares. The founder shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our Sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.

To the extent we issue shares of Class A common stock to effectuate an initial business combination, the potential for the issuance of a substantial number of additional shares of Class A common stock upon exercise of these warrants and conversion rights could make us a less attractive business combination vehicle to a target business. Any such issuance will increase the number of issued and outstanding shares of our Class A common stock and reduce the value of the shares of Class A common stock issued to complete the initial business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate an initial business combination or increase the cost of acquiring the target business.

 

37

The Private Placement Warrants are identical to the warrants sold as part of the units in the IPO except that, so long as they are held by our Sponsor or its permitted transferees, (i) they are not be redeemable by us, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days after the completion of our initial business combination and (iii) they may be exercised by the holders on a cashless basis.

Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each unit contains one-half of one redeemable warrant. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless our stockholders purchase at least two units, our stockholders will not be able to receive or trade a whole warrant. This is different from other offerings similar to ours whose units include one share of common stock and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of an initial business combination since the warrants will be exercisable in the aggregate for one half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if they included a warrant to purchase one whole share.

A provision of our warrant agreement may make it more difficult for use to consummate an initial business combination.

Unlike most blank check companies, if

 

(i)

we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share;

 

(ii)

the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and

 

(iii)

the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the greater 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 greater of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

An active trading market for our securities may not be sustained, which would adversely affect the liquidity and price of our securities.

There is limited prior market history on which an investor can base their investment decision. The price of our securities may vary significantly due to one or more potential initial business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may not be sustained. Our stockholders may be unable to sell their securities unless a market can be established and sustained.

Provisions in our certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management.

Our certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

 

38

The nominal purchase price paid by our Sponsor for the founder shares may result in significant dilution to the implied value of our public shares upon the consummation of our initial business combination.

We initially offered units at a price of $10.00 per unit and the amount in our trust account was initially anticipated to be $10.10 per public share, implying an initial value of $10.10 per public share if no value is attributed to the warrants (with the amount currently held in the trust account as of March 16, 2023 having an implied value of $10.56 per public share). However, prior to the IPO, our Sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.004 per share. In addition, our anchor investors purchased an aggregate of 1,515,160 founder shares, at a purchase price of approximately $0.004 per share. The value of the public shares may be significantly diluted upon the consummation of our initial business combination, when the founder shares are converted into public shares. For example, the following table shows the dilutive effect of the founder shares on the implied value of the public shares upon the consummation of our initial business combination, assuming that our equity value at that time is $138,236,095, which is the amount we would have for our initial business combination in the trust account after payment of $8,050,000 of deferred underwriting commissions, assuming no interest is earned on the funds held in the trust account, and no public shares are redeemed in connection with our initial business combination, and without taking into account any other potential impacts on our valuation at such time, such as the trading price of our public shares, the business combination transaction costs, any equity issued or cash paid to the target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects, as well as the value of our public and private warrants. At such valuation, each of our shares of common stock would have an implied value of approximately $9.99 per share upon consummation of our initial business combination, which would be a 1% decrease as compared to the initial implied value per public share of $10.10 (the price per unit in the IPO, assuming no value to the public warrants).

 

Public shares (Class A common stock)

      13,844,082  

Founder shares (Class B common stock)

      5,750,000  
  

 

 

  

Total shares (Total shares)

      19,594,082  

Total funds in trust available for initial business combination (less deferred underwriting commissions)

    $ 138,236,095  

Initial implied value per public share

    $ 9.99  

Implied value per share upon consummation of initial business combination

    $ 10.56

The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock at such time is substantially less than $10.00 per share.

Upon the closing of our IPO on November 16, 2021, our Sponsor had invested in us an aggregate of $9,425,000, comprised of the $25,000 purchase price for the founder shares and the $9,400,000 purchase price for the Private Placement Warrants. Assuming a trading price of $10.00 per share upon consummation of our initial business combination, the 5,750,000 founder shares would have an aggregate implied value of $57,500,000. Even if the trading price of our common stock was as low as $0.41 per share, and the Private Placement Warrants were worthless, the value of the founder shares would be equal to the Sponsor’s initial investment in us. As a result, our Sponsor is likely to be able to recoup its investment in us and make a substantial profit on that investment, even if our public shares have lost significant value. Accordingly, our management team, which owns interests in our Sponsor, may have an economic incentive that differs from that of the public stockholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the trust to the public stockholders, even if that business combination were with a riskier or less-established target business. In addition, in the event that our anchor investors purchase founder shares for $0.004 per share, then our anchor investors may be able to recoup their investment in us and make a profit in that investment even if our public shares have lost value. For the foregoing reasons, stockholders and potential investors should consider our management team’s financial incentive to complete an initial business combination when evaluating whether to redeem their shares prior to or in connection with the initial business combination.

Our certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will, subject to certain exceptions, be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders.

Our certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against our directors, officers, other employees or stockholders for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum

 

39

other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our certificate of incorporation. This choice of forum provision may limit or make more costly a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Our certificate of incorporation provides that the exclusive forum provision is applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America is the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

An investment in our securities, and certain subsequent transactions with respect to our securities, may result in uncertain or adverse U.S. federal income tax consequences for an investor.

An investment in our securities, and certain subsequent transactions with respect to our securities, may result in uncertain U.S. federal income tax consequences for an investor. For instance, because there are no authorities that directly address the federal income tax implications of instruments similar to the units we issued in the IPO, the allocation an investor makes with respect to the purchase price of a unit between the share of Class A common stock and the one-half of one warrant to purchase one share of our Class A common stock included in each unit could be challenged by the Internal Revenue Service, or “IRS,” or the courts. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants included in the units we issued as part of the IPO is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our shares of Class A common stock suspend the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A common stock is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for U.S. federal income tax purposes. Prospective investors are urged to consult and rely on their tax advisors with respect to these and other tax consequences applicable to their specific circumstances when purchasing, holding, or disposing of our securities. 

Our warrant agreement designates the courts of the State of New York located in the in the Borough of Manhattan or the United States District Court for the Southern District of New York as the exclusive forums for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York located in the Borough of Manhattan or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction is the exclusive forum for any such action, proceeding or claim. We waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants is deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York, in the name of any holder of our warrants, such holder is deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions, or an enforcement action, and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in such action as agent for such warrant holder.

The choice-of-forum provision in our warrant agreement may (1) result in increased costs for investors to bring a claim or (2) limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

 

40

We note that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

General Risk Factors

We are a company with no operating history and no revenues, and our stockholders have no basis on which to evaluate our ability to achieve our business objective.

We are a company with no operating results. Because we lack an operating history, our stockholders have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We currently have no definitive plans, arrangements or understandings with any prospective target business concerning an initial business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

Past performance by our management team and its affiliates may not be indicative of future performance of an investment in the Company.

Past performance by our management team and its affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. Our stockholders should not rely on the historical record of our management team or their affiliates’ performance as indicative of our future performance of an investment in the company or the returns the company will, or is likely to, generate going forward. Additionally, in the course of their respective careers, members of our management team and their affiliates have been involved in businesses and transactions that were not successful.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly.

Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination and results of operations.

We are an “emerging growth company” and “smaller reporting company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we 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 our 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. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended

 

41

transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have 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, we, 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 our 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.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

We have no operating history and are subject to a mandatory liquidation and subsequent dissolution requirement if we do not complete our initial Business Combination by April 16, 2023 (which is subject to monthly extensions through August 16, 2023). As such, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial Business Combination within the prescribed time frame. If we are unable to effect an initial Business Combination by the applicable date, we will be forced to liquidate.

We are a blank check company and have no operating history. Because we are subject to a mandatory liquidation and subsequent dissolution requirement, there is a risk that we will be unable to continue as a going concern if we do not consummate an initial Business Combination within the prescribed time frame, subject to Extensions, as further described in this Annual Report on Form 10-K. We expect to incur significant costs in pursuit of our financing and acquisition plans. Our plans to raise capital and to consummate our initial Business Combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report on Form 10-K do not include any adjustments that might result from our inability to continue as a going concern.

In addition, prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the trust account and/or used to fund offering expenses was released to the Company for general working capital purposes. The Company used these funds primarily to identify and evaluate target businesses to complete an initial business combination.

Because the Company’s initial estimates of the costs of completing an initial business combination were less than the actual amount necessary to do so, it had insufficient funds available to operate the business prior to the initial business combination. Furthermore, because the term for entering into a business combination has been extended as further described in this Annual Report on Form 10-K, the Company has needed to raise additional funds to meet the expenditures required for operating its business through such extension dates. If the Company is unable to complete an initial business combination due to insufficient available funds, it will be forced to cease operations and liquidate the trust account.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Sponsor or any affiliates of the Sponsor, may continue to, but are not obligated to, loan funds to the Company on a non-interest basis as may be required. In the event that an initial business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, identical to the private placement warrants, at a price of $1.00 per warrant at the option of the lender. The Company does not expect to seek loans from parties other than the sponsor or any affiliates of the Sponsor. Additionally, the Company could suspend payments on the administrative service agreement (as discussed in Note 5 to the financial statements of this Annual Report on Form 10-K) to conserve working capital.

 

42

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, Going Concern, management believes that the Company currently has less than 12 months to complete a Business Combination and if the Company is unsuccessful in consummating an Initial Business Combination, it is required to liquidate and dissolve. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

 

ITEM 2.

PROPERTIES

Our executive offices are located at 400 W. Morse Boulevard, Suite 220, Winter Park, FL 32789 and our telephone number is (321) 972-1583. Our executive offices are provided to us by our Sponsor. Commencing on June 16, 2021, we agreed to pay our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. We consider our current office space adequate for our current operations.

 

ITEM 3.

LEGAL PROCEEDINGS

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

 

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable.

 

43

PART II

 

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Units began trading on the NYSE under the symbol “IRRXU” on November 12, 2021. Commencing on January 1, 2022, the holders of the Units could elect to separately trade the shares of Class A common stock and warrants included in the Units. The shares of the Class A common stock and warrants that are separated, trade on the NYSE under the symbols “IRRX” and “IRRXW”, respectively. Those Units not separated continue to trade on the NYSE under the symbol “IRRXU”.

Holders of Record

As of March 27, 2023, there was one holder of record of our units, one holder of record of our Class A common stock, twenty-five holders of record of our Class B common stock, two holders of record of our Private Placement Warrants and one holder of record of our public warrants. The number of record holders does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies held through Cede & Co.

Dividends

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial Business Combination.

The payment of any cash dividends subsequent to our initial Business Combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness in connection with a Business Combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

On November 16, 2021, we consummated our IPO of 23,000,000 units, inclusive of 3,000,000 Units sold to the underwriters exercising their over-allotment option in full. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $230,000,000. Each Unit consisted of one Class A common stock of the company, par value $0.0001 per share, and one-half of one redeemable warrant of the company. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments.

Stifel acted as sole book-running manager of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-256381). The SEC declared the registration statement effective on November 11, 2021.

In March 2021, our Sponsor purchased an aggregate of 5,750,000 of founder shares for an aggregate purchase price of $25,000 or approximately $0.004 per share. Out Class B common stock will automatically convert into shares of Class A common stock, on a one-for-one basis, upon the completion of a business combination. The foregoing issuance was made pursuant to the exemption from registration contain in Section 4(a)(2) of the Securities Act. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares of our common stock upon completion of the IPO.

Simultaneously with the consummation of the IPO we consummated a private placement of 9,400,000 Private Placement Warrants to our sponsor at a price of $1.00 per Private Placement Warrant, generating total proceeds of $9,400,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the IPO, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

 

44

Of the gross proceeds received from the IPO and the Private Placement Warrants, $232,300,000 was placed in the Trust Account. Following the redemptions relating to our February 8, 2023 stockholder meeting and the March 15, 2023 extension, on March 16, 2023, $146,286,095 was available in the trust account to complete our initial business combination and pay related fees and expenses (which includes up to $8,050,000 for the payment of deferred underwriting commissions).

We paid a total of $4,600,000 in upfront underwriting discounts and commissions and $610,455 for other offering costs related to the IPO. In addition, the underwriters agreed to defer $8,050,000 in underwriting discounts and commissions.

There has been no material change in the planned use of proceeds from such use as described in the Company’s final prospectus (File No. 333-256381), dated October 26, 2021. As noted above, following the redemptions relating to our February 8, 2023 stockholder meeting and the March 15, 2023 extension, on March 16, 2023, $146,286,095 was available in the trust account to complete our initial business combination and pay related fees and expenses (which includes up to $8,050,000 for the payment of deferred underwriting commissions).

For a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Any purchases by our Sponsor, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our Sponsor, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

 

ITEM 6.

[RESERVED]

 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All statements other than statements of historical fact included in this Report including, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a blank check company incorporated as a Delaware Corporation on March 12, 2021 (inception) formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants (as defined below), our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through December 31, 2022 were organizational activities and those necessary to prepare for the Initial Public Offering and an Initial Business Combination, described below. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

 

45

For the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021, we had a net loss from operations of $2,036,415 and $434,274, respectively, which consisted of operating and business combination costs.

Liquidity and Capital Resources

For the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021, net cash used in operating activities was $1,241,114 and $910,267, respectively. Net income of $9,584,028 was impacted by $8,996,400 of change in the fair value of the warrant liabilities related to the outstanding public and private warrants, $1,986,491 of income on investments held in the Trust Account, and $1,239,168 of unrealized gains on investments held in the Trust Account for the year ended December 31, 2022. For the period from March 12, 2021 (inception) through December 31, 2021, net loss of $1,523,440 was impacted by $1,061,386 of offering costs allocated to operating expenses in connection with the Public and Private placement warrants that were classified as liabilities.

At December 31, 2022, we had cash and investments held in the Trust Account of $237,537,270. As of December 31, 2021, we had cash held in the Trust Account of $232,302,620. We may withdraw interest from the Trust Account to pay taxes, which amounted to $291,009 during the year ended December 31, 2022. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. On November 16, 2022, our Sponsor deposited $2,300,000 in to the Trust Account, as a capital contribution, to extend the deadline for an initial business combination to February 16, 2023. On February 8, 2023, following a Special Meeting of Stockholder, 9,155,918 shares were redeemed requiring a payment of $94,489,074 from the funds held in Trust. On February 16, 2023, our Sponsor deposited $692,204 into the Trust Account, as a capital contribution, to extend the deadline to complete an Initial Business Combination to March 15, 2023. On March 13, 2023, our Sponsor deposited $692,204 into the Trust Account, as a capital contribution, to extend the deadline to complete an Initial Business Combination to April 15, 2023. As of March 16, 2023, there was $146,286,095 available in the trust account. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination.

At December 31, 2022 and 2021, we had cash of $54,173 and $1,004,278, respectively, held outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. 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.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our 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, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

In February 2023, we signed a promissory note with a related party where we are entitled to borrow up to $600,000 convertible into warrants, identical to the warrants issued during the Initial Public Offering to the Payee as private placement warrants, at the option of the lender.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2022 and 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

 

46

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, secretarial, and administrative services provided to the Company. We will continue to incur these fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation. During 2022, our Sponsor waived 2 months, or $20,000, of fees for office space, secretarial, and administrative services.

The underwriters are entitled to a deferred fee of $0.35 per Unit, or approximately $8.1 million. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, Distinguished Liabilities from Equity. Common stock subject to redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, shares of common stock are classified as stockholders’ equity. The Company’s shares of common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As of December 31, 2022 and 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders’ equity section of the Company’s balance sheet.

Public and Private Warrants

We account for Public and Private Placement Warrants in accordance with Accounting Standards Codification (“ASC”) Topic 480, Distinguished Liabilities from Equity. The warrants have a provision to be net-share settled (“cashless exercise”) and therefore do not meet the requirements to be treated as equity, as the number of shares to be issued when the warrants are exercised is variable and the monetary value of the obligation varies inversely with changes in the fair value of the shares. This liability is subject to re-measurement at each balance sheet date. The warrants will be adjusted to fair value with the changes in fair value recognized in the statement of operations. Due to the fair value treatment, this is deemed a critical accounting estimate in our Financial Statements as the redemption value approximates fair value.

Net Income (Loss) per Common Stock

We comply with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding Class A common stock subject to forfeiture.

Recent Accounting Standards

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements.

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

 

47

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 15 of this Report and is included herein by reference.

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

ITEM 9A.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2022, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for us. Under the supervision and with the participation of our chief executive officer and chief financial officer, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 based on criteria specified in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, our management, including our chief executive officer and chief financial officer, concluded that, as of December 31, 2022, our internal control over financial reporting was effective.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on our internal control over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies.”

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d- 15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B.

OTHER INFORMATION

In connection with the appointment of each of Mr. Copley and Mr. Reeves as directors of the Company, on March 30, 2023, Mr. Copley and Mr. Reeves each entered into a certain letter agreement and indemnification agreement with the Company, which are substantially similar to the letter agreement and indemnification agreements, respectively, entered into by the other officers and directors in connection with the Company’s initial public offering. The indemnity agreement contractually obligates the Company to indemnify, hold harmless, exonerate and to advance expenses on behalf of each of Mr. Copley and Mr. Reeves to the fullest extent permitted by applicable law, so that each can serve the Company free from undue concern that he will not be so protected against liabilities. The letter agreement describes certain obligations to be undertaken by each of Mr. Copley and Mr. Reeves as a director of the Company in relation to the Company’s obligation’s to the underwriter, Stifel, Nicolaus & Company, Incorporated, and the Company’s sponsor, DHIP Natural Resources Investments, LLC. The letter agreements and the indemnity agreements are included as Exhibit 10.11, Exhibit 10.12, Exhibit 10.13, and Exhibit 10.14, respectively, to this Annual Report on Form 10-K.

 

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable

 

48

PART III

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information about our directors and executive officers as of March 1, 2023.

 

Name

    Age   

Position

Mark A. Michel    49    Chief Executive Officer and Chairman
Timothy J. Fisher    43    Chief Financial Officer and Director
Henry N. Didier, Jr.    53    Vice President for Investor Relations
Brian M. Feldott    48    Director
Ronald C. Copley    57    Director
Jason C. Reeves    52    Director

Below is a summary of the business experience of each our executive officers and directors:

Officers and Directors

Mark A. Michel has served as our Chief Executive Officer and Chairman since November 2022. He also served as our President, Chief Operating Officer from March 2021 until November 2022, and Vice Chairman from November 2021 until November 2022. Mr. Michel serves as a member of the advisory board of CommonGood Capital, LLC, a broker dealer placement agency, and is a Managing Partner at the DHIP Group where he leads the infrastructure line of business. He directs equity investments in high-quality infrastructure assets in the energy, transport and water/wastewater asset classes by custom tailoring financing solutions across a breadth of capital needs. Prior to joining DHIP Group in 2017, he was a Managing Director and Head of Project and Structured Finance at Drexel Hamilton from 2016 to 2019, a full-service institutional investment banking and financial advisory firm. Prior to his time at Drexel Hamilton, he raised capital and worked to structure transactions at Corporate Capital Trust, a $6 billion Business Development Company (BDC) owned and operated by KKR & CNL. Prior to his career in financial services, he served in the White House and was the Navy’s Representative to the National Security Council in the White House Situation Room and was a member of the National Security Council staff. Prior to his White House service, he was a career naval officer achieving the rank of Commander and served in the United States Navy for more than 20 years focusing his service within Naval Special Warfare (SEALs) and the Special Operations and Intelligence Communities and held senior-level positions throughout the Intelligence Community and National Security establishment. He earned a bachelor’s degree in political science from Auburn University and an MBA in finance from the University of Miami Herbert School of Business. He is also the Vice-Chairman of our Board of Directors.

Timothy J. Fisher has served as our Vice Chairman, President and Chief Financial Officer since November 2022. He also served as our Senior Vice President and Chief Acquisition Officer from March 2021 until November 2022, and Director from November 2021 until November 2022. Mr. Fisher serves as a member of the advisory board of CommonGood Capital, LLC, a broker dealer placement agency, and is a Managing Partner at the DHIP Group, where he is responsible for originating and directing equity investments in a variety of infrastructure assets for the independent fund and alongside operating or co-investment partners. He also works to optimize the capital structure of portfolio companies and to develop new business for portfolio companies. Prior to forming DHIP, he was Managing Partner and Head of Investment Banking at Drexel Hamilton where he worked from 2015 to 2020, a full-service institutional investment banking and financial advisory firm. He worked with a variety of private companies to provide capital solutions and assisted them with structuring and raising equity and debt financing from institutional investors for a variety of purposes including M&A, working capital, capital expenditures, and refinancing. He moved to the buy side as an assistant MLP portfolio manager at Parker Global Strategies in 2013, with his fund posting well above benchmark returns annually. In July 2014, he left to help a family office invest a proprietary pool of capital, raise outside capital and develop new business for lower middle market private companies in the oil and gas, transportation, and specialty finance sectors. He was a U.S. Army Artillery Officer, serving three tours in Iraq where he earned two Bronze Stars and an Army Commendation Medal with V-Device. He is a graduate of the U.S. Military Academy (West Point) and earned an MBA from the New York University Stern School of Business. Mr. Fisher is also a member of our Board of Directors.

Henry “Hank” N. Didier, Jr. has served as Vice President for Investor Relations since November 2021. Mr. Didier is the Vice President of Investor Relations at IRRX and a Managing Partner at the DHIP Group, where he has served in a similar role since 2021. Mr. Didier also currently serves in a number of other roles, including as manager of Didier Law Firm, P.A., a law firm founded by Mr. Didier in January 2007; as manager of DidierGroup, LLC, a private equity firm founded by Mr. Didier in May 2017; as manager of Didier Development, LLC, a development management company founded by Mr. Didier in May 2017; as manager of Ethos Projects, LLC, a firm dedicated to identifying land opportunities for conservation and/or green development founded by Mr. Didier in October 2017; and as president and member of Canopy Risk Retention Group, Inc., a North Carolina Department of Insurance-regulated insurance company founded by Mr. Didier in February 2018.

 

 

49

Mr. Didier began his legal career working on environmental land use issues, helping to advise businesses on how to develop land while also respecting the sanctity of Florida’s natural resources, then spent the next 20 years of his legal career first representing large corporations including General Motors, Allstate, and Wal-Mart in various legal matters, and then as a complex trial lawyer, litigating cases involving significant product safety defects. He later founded and managed several other businesses across industries tangential to his legal career and as opportunities arose, such as co-founding Vantage Capital Consultants, LLC, a secondary market annuity company, where he served as partner from December 2010 until August 2020, and founding and managing Economic Recovery Group, LLC, a law firm that specialized in helping businesses and individuals navigate their rights under the BP Settlement Program in relation to the BP oil spill, from September 2012 until December 2020.

Mr. Didier graduated Summa Cum Laude with Honors from Florida State University with dual degrees in Management and Multi-National Business in 1992. He earned his Juris Doctorate with Honors from the Duke University School of Law in 1995. While at Duke, he focused his studies on environmental law and business litigation. During Mr. Didier’s subsequent twenty-year legal career, he garnered many accolades including being consistently recognized in Florida’s Super Lawyers magazine, selected as a member of the Nation’s Top One Percent by the National Association of Distinguished Counsel, included in The Best Lawyers in America® 2012-2021, a recipient of the 2014 Top Litigator Award by the Trial Lawyers Board of Regents, named one of Florida’s Legal Elite by Florida Trend Magazine, and one of the Top 100 Trial Lawyers by the National Trial Lawyers Association.

Independent Directors

Brian M. Feldott has served as a director since November 2021. Mr. Feldott is the Chairman of the Audit Committee. Mr. Feldott is currently the Chief Financial Officer at East Shore Investments and has been in that role since 2019, and is currently the Chief Financial Officer at Rise Oil and Gas and has been in that role since January 2023. He is a subject matter expert in corporate finance, treasury operations and accounting. He has excelled at building relationships with investor and bank groups as well as developing cross functional corporate teams to achieve success and maximize value while minimizing risk. He gained his experience over two decades in corporate finance, treasury, tax and public accounting within large international public companies, including Newfield Exploration Company and Newpark Resources Inc. from 2010 to 2019. As treasurer at Newfield from 2017 to 2019, he was responsible for tax, corporate finance, treasury, and risk management. He was responsible for negotiating and raising $2 billion in unsecured capital and he led a tax saving initiative resulting in nearly $50 million of benefits for Newfield. As the finance integration team leader during the Encana merger, he led the integration for all finance functions from Newfield and played a significant role in the successful transition of finance functions and related operations. Before joining Newfield, Brian served as the Treasurer and Director of Investor Relations for Newpark, an international oil field services company. While at Newpark from 2010 to 2017, he enhanced the global treasury function by centralizing the operations and enhancing the capital structure, this included the issuance of convertible bonds and multiple credit facilities. In addition, his investor relations work resulted in the company gaining Tier-1 analyst coverage for the first time in company history. Prior to that, he served as Senior Director of Tax and Treasury for ExpressJet Airlines. While at ExpressJet, he helped lead the successful spin-off of the company from Continental Airlines and developed the company’s accounting, treasury and tax departments as well as the financing of a fleet of 274 aircraft. Brian is a Certified Public Accountant in the state of Texas. He earned a bachelor’s degree in economics from the University of Texas, an MBA in finance from the University of Houston and a master’s of legal studies in oil, gas and energy law from the University of Oklahoma.

Ronald C. Copley has served as a director since November 2022. Mr. Copley served as an intelligence professional in various roles within the Department of Defense and intelligence community throughout his 34-year Navy career. From June 2021 to August 2022, Mr. Copley served as Director, National Maritime Intelligence Integration Office for the Director of National Intelligence and Commander, Office of Naval Intelligence for the U.S. Navy. Prior to this role, he served as the Deputy Director of Operations at the National Security Agency from May 2019 to June 2021, as Director of Intelligence for U.S. Forces in Afghanistan from April 2018 to April 2019, and as Director of Intelligence for U.S. Strategic Command from July 2016 to April 2018. Mr. Copley earned a bachelor’s degree in mechanical engineering from U.S. Naval Academy in 1988 and his master’s degree in national security from U.S. Naval War College in 2002.

Jason C. Reeves has served as a director since November 2022. Mr. Reeves has over 25 years of experience in the fields of management, commercial negotiations, logistics, operations, supply chain and business development. Mr. Reeves is a Senior Executive with a track record of leading successful business units across the energy spectrum. Mr. Reeves has led several high performing teams, which has resulted in becoming an industry leader in the midstream space. Prior to joining the Company, Jason held senior positions at Getka from January 2021 to December 2021, Tallgrass Energy from May 2015 to August 2020, Crestwood Midstream from January 2010 to January 2015, and other midstream companies. Mr. Reeves holds a bachelor’s of science degree in business management from The Citadel. He served in the U.S. Army with 101st Airborne immediately after graduation and is on the board of several local charities.

 

50

Our directors and officers play a key role in identifying, evaluating, and selecting target businesses, and structuring, negotiating and consummating our initial acquisition transaction. Except as described below and under “Conflicts of Interest” in this Form 10-K, none of these individuals is currently a principal of or affiliated with a public company or blank check company that executed a business plan similar to our business plan. We believe that the skills and experience of these individuals, their collective access to acquisition opportunities and ideas, their contacts, and their transaction expertise should enable them to identify successfully and effect an acquisition transaction, although we cannot assure our stockholders that they will, in fact, be able to do so.

Family Relationships

There are no family relationships among the officers and directors, nor are there any arrangements or understanding between any of the directors or officers of our Company or any other person pursuant to which any officer or director was or is to be selected as an officer or director.

Involvement in Certain Legal Proceedings

During the last ten years, none of our officers, directors, promoters or control persons have been involved in any legal proceedings as described in Item 401(f) of Regulation S-K.

Board Meetings; Committee Meetings; and Annual Meeting Attendance

In 2022, the Board of Directors held 7 board meetings and acted by unanimous written consent on various matters on 3 occasions. In addition, in 2022 the Audit Committee held 4 meetings.

Officer and Director Qualifications

Our officers and board of directors are composed of a diverse group of leaders with a wide array of professional roles. In these roles, they have gained experience in core management skills, such as strategic and financial planning, financial reporting, compliance, risk management, and leadership development. Many of our officers and directors also have experience serving on boards of directors and board committees of other companies, and have an understanding of corporate governance practices and trends, which provides an understanding of different business processes, challenges, and strategies. Further, our officers and directors also have other experience that makes them valuable, managing and investing assets or facilitating the consummation of business combinations.

We, along with our officers and directors, believe that the above-mentioned attributes, along with the leadership skills and other experiences of our officers and board members described below, provide us with a diverse range of perspectives and judgment necessary to facilitate our goals of consummating an acquisition transaction.

Board Committees

The Board has a standing audit, nominating and compensation committee. The independent directors oversee director nominations. Each audit committee, nominating committee and compensation committee has a charter, which were filed with the SEC as exhibits to the Registration Statement on Form S-1 on May 21, 2021.

Audit Committee

We have established an audit committee of the board of directors. Mr. Feldott, Mr. Copley, and Mr. Reeves serve as members of our audit committee, and Mr. Feldott chairs the audit committee. Under the applicable NYSE and SEC rules, we will be required to have at least three members of the audit committee, all of whom must be independent. Currently, we utilize a phase-in exemption under the NYSE rules and expect that our audit committee will satisfy the standards promulgated by the NYSE by November 12, 2022. Each of Mr. Feldott, Mr. Copley, and Mr. Reeves meets the independent director standard under the NYSE rules and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate and our board of directors has determined that Mr. Feldott qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

 

  •  

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

 

51

  •  

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

 

  •  

setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

 

  •  

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

 

  •  

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

 

  •  

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

 

  •  

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors. Mr. Copley, Mr. Reeves, and Mr. Feldott serve as members of our compensation committee. Under the applicable NYSE and SEC rules, we are required to have at least two members of the compensation committee, each of whom must be independent. Mr. Copley, Mr. Reeves, and Mr. Feldott are independent and Mr. Feldott chairs the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

 

  •  

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

 

  •  

reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

 

  •  

reviewing on an annual basis our executive compensation policies and plans;

 

  •  

implementing and administering our incentive compensation equity-based remuneration plans;

 

  •  

assisting management in complying with our proxy statement and annual report disclosure requirements;

 

  •  

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

 

  •  

if required, producing a report on executive compensation to be included in our annual proxy statement; and

 

  •  

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to our Sponsor of $10,000 per month, for each month of the Combination Period, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

 

52

Nominating and Corporate Governance Committee

We have established a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance are Mr. Copley, Mr. Reeves, and Mr. Feldott. Mr. Feldott is the chair of the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

 

  •  

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;

 

  •  

developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

 

  •  

coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

 

  •  

reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for

Conflicts of Interest

Investors should be aware of the following potential conflicts of interest:

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities (including investment vehicles that may pursue investment opportunities suitable for us) pursuant to which such officer or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination, as we believe any such opportunities presented would be smaller than what we are interested in, in different fields than what we would be interested in, or to entities that are not themselves in the business of engaging in business combinations. Our certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

Our officers and directors may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Exchange Act even before we have entered into a definitive agreement regarding our initial business combination.

Potential investors should also be aware of the following other potential conflicts of interest:

 

  •  

None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

 

53

  •  

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities (including investment vehicles that may pursue investment opportunities suitable for us) with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

 

  •  

Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within the prescribed time frame set forth in our certificate of incorporation. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our Sponsor until the earlier of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our 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 our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the private placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or saleable by our Sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our Sponsor and officers and directors may directly or indirectly own common stock and warrants, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

 

  •  

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination.

 

  •  

Our Sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our Sponsor or any affiliates of our Sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. 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. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.

The conflicts described above may not be resolved in our favor.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

 

  •  

the corporation could financially undertake the opportunity;

 

  •  

the opportunity is within the corporation’s line of business; and

 

  •  

it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities (including investment vehicles that may pursue investment opportunities suitable for us). Furthermore, our certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

 

54

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties:

 

Individual  

Entity

  

Entity’s Business

  

Affiliation

Mark A. Michel   DHIP Group   Independent infrastructure fund manager   Managing Partner
  CommonGood Capital, LLC   Broker dealer placement agency   Advisory board member
Timothy J. Fisher   DHIP Group   Independent infrastructure fund manager   Managing Partner
  CommonGood Capital, LLC   Broker dealer placement agency   Advisory board member
Brian M. Feldott   East Shore Investments   Investment Services   Chief Financial Officer
  Rise Oil and Gas   Oil and gas   Chief Financial Officer
Henry N. Didier, Jr   DHIP Group   Independent infrastructure fund manager   Managing Partner
  Didier Law Firm, P.A.   Law firm   Manager
  DidierGroup, LLC   Private equity firm   Manager
  Didier Development, LLC   Development management company   Manager
  Ethos Projects, LLC   Land conservation and green development research firm   Manager
  Canopy Risk Retention Group, Inc.   Insurance company   President and Member

Accordingly, if any of the above executive officers or directors becomes aware of a business combination opportunity which is suitable for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors (including any investment vehicles to which any of the foregoing provide investment advice). In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, that such an initial business combination is fair to our company from a financial point of view.

In the event that we submit our initial business combination to our public stockholders for a vote, pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote any founder shares held by them and any public shares purchased during or after the initial public offering (including in open market and privately negotiated transactions), and the anchor investors have agreed to vote any founder shares held by them, in favor of our initial business combination.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have incorporated by reference our Code of Ethics and our audit and compensation committee charters as exhibits to this Annual Report on Form 10-K. Our stockholders are able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics can be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, officers and stockholders who beneficially own more than 10% of any class of equity securities of the Company registered pursuant to Section 12 of the Exchange Act, collectively referred to herein as the “Reporting Persons,” to file initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to the Company’s equity securities with the SEC. All Reporting Persons are required by SEC regulation to furnish us with copies of all reports that such Reporting Persons file with the SEC pursuant to Section 16(a). Based solely on our review of the copies of such reports and upon written representations of the Reporting Persons received by us, we believe all of our officers, directors and holders of more than 10% of the outstanding securities of the company complied with the filing requirements pursuant to Section 16(a) of the Exchange Act.

 

55

ITEM 11.

EXECUTIVE COMPENSATION

Employment Agreements

We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

None of our officers has received any cash compensation for services rendered to us. On April 5, 2021, the Sponsor transferred an interest in the Sponsor that corresponded with 25,000 founder shares to each of Nathan Asplund, Rollin Bredenberg, Brian Feldott, and Edmund Underwood, Jr., who were independent director nominees at such time, and were subsequently elected to the Board. On March 1, 2022, Mr. Asplund resigned from our board of directors and tendered the return of his interest in the Sponsor (that corresponded to 25,000 founder shares) on March 7, 2022. On March 7, 2022, the Sponsor transferred an interest in the Sponsor that corresponded with 25,000 founder shares to Troy O. Welch, in connection with his election to our board of directors. On November 15, 2022, Mr. Bredenberg, Mr. Welch, and Mr. Underwood resigned from our board of directors and each tendered the return of their interest in the Sponsor (that corresponded with 25,000 founder shares) on November 21, 2022. On December 22, 2022, and December 24, 2022, the Sponsor transferred an interest in the Sponsor that corresponded with 25,000 founder shares to Ronald C. Copley and Jason C. Reeves, respectively, in connection with their respective elections to our board of directors. Notwithstanding the foregoing, the Sponsor retains all voting and disposition rights in the founders shares held by the Sponsor.

Commencing on June 16, 2021, we agreed to pay our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. During 2022, our Sponsor waived 2 months, or $20,000, of administrative fees. No compensation of any kind, including any finder’s fee, reimbursement or consulting fee, will be paid by us to our Sponsor, officers and directors, or any affiliates of our Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. We do not have a policy that prohibits our Sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

 

56

Summary Compensation Table—Directors

The table below summarizes all compensation of our directors for our last completed fiscal year.

 

Name    Stock awards ($)      Total  

Ronald C. Copley

    $ 0      $ 0 (1) 

Brian M. Feldott

    $ 0      $ 0 (2) 

Jason C. Reeves

    $ 0      $ 0 (3) 

 

(1)

In December 2022, Mr. Copley received from the Sponsor a grant consisting of an interest in the Sponsor that corresponds with 25,000 founder shares for his services as a director of the Company. This interest in the Sponsor had no value at the grant date.

(2)

In April 2021, Mr. Feldott received from the Sponsor a grant consisting of an interest in the Sponsor that corresponds with 25,000 founder shares for his services as a director of the Company. This interest in the Sponsor had no value at the grant date.

(3)

In December 2022, Mr. Reeves received from the Sponsor a grant consisting of an interest in the Sponsor that corresponds with 25,000 founder shares for his services as a director of the Company. This interest in the Sponsor had no value at the grant date.

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth as of March 27, 2023 (or such other date as specified below) the number of shares of Class A common stock and Class B common stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of a class of our issued and outstanding shares of common stock (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. This table is based upon information supplied by officers, directors, and principal stockholders and a review of Schedules 13D and 13G, if any, filed with the SEC. Other than as set forth below, we are not aware of any other beneficial owner of more than five percent of our common stock as of March 27, 2023. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. As of March 27, 2023, we had 19,594,082 shares of common stock issued and outstanding, which included 13,844,082 shares of Class A common stock and 5,750,000 shares of our Class B common stock.

 

57

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of the warrants, as the warrants are not exercisable within 60 days of this Form 10-K.

 

     Class A Common Stock     Class B Common Stock     Approximate
Percentage of
Outstanding
Common
Stock		  
Name and Address of Beneficial Owner(1)    Number of
Shares
Beneficially
Owned		      Approximate
Percentage of
Class		     Number of
Shares
Beneficially
Owned(2)		     Approximate
Percentage of
Class		  

DHIP Natural Resources Investments, LLC(1)(3)

      —          —         4,234,840       73.6 %      21.6 % 

Mark A. Michel(1)

      —          —         —         —         —    

Timothy J. Fisher(1)

      —          —         —         —         —    

Henry N. Didier, Jr. (1)

      —          —         —         —         —    

Jason C. Reeves(1)(4)

      —          —         —         —         —    

Ronald C. Copley(1)(4)

      —          —         —         —         —    

Brian M. Feldott (1)(4)

      —          —         —           —    

All directors and executive officers as a group (6 individuals)

      —          —         —         —         —    

Holders of 5% or more of our shares of common stock

            

Saba Capital Management, L.P.(5)

      2,225,232        16.1 %      —         —         11.4 % 

Castle Creek Arbitrage, LLC(6)

      900,000        6.5 %      (8 )      (8 )      5.3 % 

Polar Asset Management Partners Inc.(7)

      1,200,000        8.71 %      (8 )      (8 )      6.9 % 

 

*

Less than 1%

 

(1)

Unless otherwise noted, the business address of each of the identified entities or individuals is c/o Integrated Rail and Resources Acquisition Corp., 400 W. Morse Boulevard, Suite 220, Winter Park, FL 32789.

(2)

Interests shown consist solely of founder shares, classified as shares of Class B common stock. Such shares are convertible into shares of Class A common stock on a one-for-one basis, subject to adjustment.

(3)

DHIP Natural Resources Investments, LLC, our Sponsor, is the record holder of such shares. DHIP NRI Management Partners LLC is the managing member of our Sponsor and holds share investment and voting control over the shares held by our Sponsor. The members of DHIP NRI Management Partners LLC, composed of members Mark Michel, Henry N. Didier, Jr. and Timothy Fisher, each share decision-making power with respect to the actions of the entity. None of the members of DHIP NRI Management Partners LLC exercise voting or dispositive power with respect to the shares held by our Sponsor alone or are deemed to have beneficial ownership of such shares.

(4)

Each of these individuals holds an indirect interest in our Sponsor.

(5)

Based on information provided by the stockholder on or about March 16, 2023 and on the Schedule 13G/A filed by the security holder with the Securities and Exchange Commission on March 2, 2023. With respect to its shares of Class A common stock held in the Company, Saba Capital Management GP, LLC is the general partner of Saba Capital Management, L.P. and other affiliated entities, and Mr. Boaz Weinstein is managing member of the general partner of Saba Capital Management GP, LLC and other affiliated entities. The principal business address of each security holder is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

 

58

(6)

Based on information provided by the stockholder on or about March 16, 2023 and on the Schedule 13G/A filed by the security holder with the Securities and Exchange Commission on February 13, 2023. Castle Creek Arbitrage, LLC serves as a registered investment adviser whose clients are CC Arb West, LLC and CC Arbitrage, Ltd. Mr. Allan Weine is the managing member of Castle Creek. By virtue of these relationships, each of Castle Creek and Mr. Weine may be deemed to beneficially own the shares of Class A common stock directly owned by CC ARB West, LLC and CC Arbitrage, Ltd. The principal business address of each such security holder is 111 W. Beaver Creek Blvd PO Box 3500 Avon, CO 81620.

(7)

Based on information provided by the stockholder on or about March 16, 2023 and on the Schedule 13G/A filed by the security holder with the Securities and Exchange Commission on February 10, 2023. Polar Asset Management Partners Inc. serves as the investment advisor to Polar Multi-Strategy Master Fund (“PMSMF”) with respect to the Class A common stock of the Company directly held by PMSMF. The principal business address of each such security holder is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

(8)

The identified entities received shares of Class B common stock in the IPO as disclosed elsewhere in Form 10-K. However, such ownership represents less than 5% of the class of Class B common stock and so is not disclosed here.

Our initial stockholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would be repaid upon consummation of our initial business combination, without interest.

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In March 2021, our Sponsor paid us $25,000, or approximately $0.003 per share, in exchange for 7,906,250 founder shares. In September 2021, our Sponsor forfeited 2,156,250 founder shares, resulting in our Sponsor holding 5,750,000 founder shares, for which it paid approximately $0.004 per share on a post-forfeiture basis. The $25,000 proceeds were used to cover certain offering and formation costs. Interests in an aggregate of 100,000 of such shares were subsequently granted to certain of our directors and an aggregate of 1,515,160 of such shares were cancelled by our Sponsor and reissued by us to our anchor investors in the IPO. Our Sponsor purchased an aggregate of 9,400,000 warrants at a price of $1.00 per warrant ($9,400,000 in the aggregate) each exercisable to purchase one share of our Class A common stock at a price of $11.50 per share, in a private placement that closed simultaneously with the closing of the IPO on November 16, 2021. These warrants are referenced herein as the private placement warrants. The private placement warrants (including the Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.

We initially had 12 months from the closing of our IPO on November 16, 2021 to consummate an initial business combination, which has been extended as further discussed in this Annual Report on Form 10-K. We may, but we are not obligated to, extend the period of time to consummate a business combination up to 21 months (i.e., up to August 16, 2023) pursuant to the Extensions, as further described in this Annual Report on Form 10-K. Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. In the event that we elect to extend the time to complete a business combination and our Sponsor (or its affiliates or designees) deposit the applicable amount of money into the trust, our

 

59

Sponsor (or such affiliates or designees) would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Our Sponsor (and its affiliates or designees) are not obligated to fund the trust account to extend the time for us to complete our initial business combination. If we are unable to consummate our initial business combination within the applicable time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors that may take priority over the claims of our public stockholders. As more fully discussed in the section of this Form 10-K entitled “Conflicts of Interest,” if any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Commencing on June 16, 2021 we agreed to pay our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. During 2022, our Sponsor waived 2 months, or $20,000, of administrative fees.

Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers and directors, or any affiliates of our Sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. We do not have a policy that prohibits our Sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On June 16, 2021 our Sponsor agreed to loan us up to $1,800,000 to be used for a portion of the expenses of the initial public offering. As of June 30, 2021, we borrowed $25,000 in funds (of up to $1,800,000 available to us) under the promissory note with our Sponsor to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and were due at the earlier of December 31, 2021 or the closing of the IPO. The loan was repaid upon the closing of the IPO out of the estimated $1,800,000 of offering proceeds that has been allocated to the payment of offering expenses (other than underwriting commissions). The value of our Sponsor’s interest in this transaction corresponded to the principal amount outstanding under any such loan.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or any affiliates of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. 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, including as to exercise price, exercisability and exercise period. We do not expect to seek loans from parties other than our Sponsor or any affiliates of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration and stockholder rights agreement with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the shares of Class A common stock issuable upon exercise of the foregoing and upon conversion of the founder shares, and, upon consummation of our initial business combination, to nominate three individuals for election to our board of directors, as long as the Sponsor holds any securities covered by the registration and stockholder rights agreement.

 

60

On November 16, 2021, simultaneously with the consummation of the IPO, we sold to our Sponsor an aggregate of 9,400,000 warrants at a price of $1.00 per warrant ($9,400,000 in the aggregate), each exercisable to purchase one share of our Class A common stock at a price of $11.50 per share. These warrants are referenced herein as the private placement warrants. The Private Warrants are identical to the Warrants sold in the IPO except that the Private Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Sponsor, or its permitted transferees. Additionally, our Sponsor agreed not to transfer, assign, or sell any of the Private Warrants or underlying securities (except in limited circumstances, as described in the Private Placement Warrants Subscription Statement) until the date we complete our initial business combination. The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Warrants.

In order to meet our working capital needs following the consummation of our IPO, our initial stockholders, officers and directors and their respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would be repaid upon consummation of our initial business combination, without interest.

The holders of our insider shares issued and outstanding on the date of this annual report, as well as the holders of the Private Placement Warrants (and all underlying securities) are entitled to registration rights pursuant to the registration rights agreement, dated November 11, 2021. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private warrants can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

We reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee reviews and approves all reimbursements and payments made to any initial stockholder or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee are reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

No compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our initial stockholders, officers or directors who owned our shares of common stock, or to any of their respective affiliates, prior to or with respect to the business combination (regardless of the type of transaction that it is).

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require prior approval by a majority of our uninterested “independent” directors (to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors (or, if there are no “independent” directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

Related Party Policy

We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.

We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. We have incorporated by reference our Code of Ethics and our audit and compensation committee charters as exhibits to this Annual Report on Form 10-K, and copies are available on our website at http://irr-x.com/.

In addition, our audit committee, pursuant to a written charter that we have adopted, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related

 

61

party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. A form of the audit committee charter was filed as Exhibit 99.1 to the registration statement filed with the SEC on May 21, 2021 and a copy is available on our website at http://irr-x.com/. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our Sponsor, officers or directors unless we, or a committee of independent directors, have obtained an opinion from independent investment banking firm or from another independent entity that commonly renders valuation opinions that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements, consulting fee, monies in respect of any payment of a loan or other compensation will be paid by us to our Sponsor, officers or directors, or any affiliates of our Sponsor or officers, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, the following payments will be made to our Sponsor, officers or directors, or our or their affiliates, none of which will be made from the amounts held in the trust account prior to the completion of our initial business combination:

 

  •  

Repayment of up to an aggregate of $1,800,000 in loans made to us by our Sponsor to cover organizational expenses;

 

  •  

Payment to our Sponsor of $10,000 per month for each month of the Combination Period, for office space, utilities and secretarial and administrative support;

 

  •  

Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and

 

  •  

Repayment of non-interest bearing loans which may be made by our Sponsor or any affiliates of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. 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.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

Director Independence

The NYSE rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Mr. Feldott, Mr. Copley, and Mr. Reeves are “independent directors” as defined in the NYSE rules and applicable SEC rules. We will have a board of directors with a majority of its members being independent within one year of November 16, 2021. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of Marcum LLP (“Marcum”) acts as our independent registered public accounting firm. The following is a summary of fees paid to Marcum for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from March 12, 2021 (inception) through December 31, 2021 totaled $114,151, and $80,656 for the fiscal year ending December 31, 2022. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees”. These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from March 12, 2021 (inception) through December 31, 2021 or for the fiscal year ending December 31, 2022.

 

62

Tax Fees. We did not pay Marcum for tax planning and tax advice for the period from March 12, 2021 (inception) through December 31, 2021 or for the fiscal year ending December 31, 2022.

All Other Fees. We did not pay Marcum for other services for the period from March 12, 2021 (inception) through December 31, 2021 or for the fiscal year ending December 31, 2022.

 

63

PART IV

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a)

The following are filed with this report:

 

  (1)

The financial statements listed on the Financial Statements Table of Contents

 

  (2)

Not applicable

 

(b)

Exhibits

The following exhibits are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC’s website at sec.gov.

 

Exhibit No.    Description
    1.1    Underwriting Agreement, dated November 11, 2021, by and between the Company and Stifel, Nicolaus & Company, Incorporated (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the SEC on November 16, 2021)
    3.1    Amended & Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 16, 2021)
    3.2    First Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 10, 2023)
    4.4    Warrant Agreement, dated November 11, 2021, between the Company and American Stock Transfer & Trust Company, LLC as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 16, 2021)
  10.1    Letter Agreement, dated November 11, 2021, among the Company and each of the initial stockholders, officer and directors of Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 16, 2021)
  10.2    Letter Agreement, dated November 30, 2021, among the Company, Henry N. Didier, Jr., and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on December 3, 2021)
  10.3    Investment Management Trust Agreement, dated November 11, 2021, between American Stock Transfer & Trust Company, LLC and the Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on November 16, 2021)
  10.4    Registration and Stockholder Rights Agreement, dated November 11, 2021, by and among the Company, the Sponsor, and certain other security holders of the Company (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on November 16, 2021)
  10.5    Private Placement Warrants Purchase Agreement, dated November 11, 2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on November 16, 2021)
  10.6    Administrative Support Agreement, dated November 11, 2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on November 16, 2021)
  10.7    Indemnity Agreement, dated November 11, 2021, by and between the Company and Mark A. Michel (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on November 16, 2021)
  10.8    Indemnity Agreement, dated November 11, 2021, by and between the Company and Timothy J. Fisher (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the SEC on November 16, 2021)
  10.9    Indemnity Agreement, dated November 11, 2021, by and between the Company and Brian M. Feldott (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the SEC on November 16, 2021)
  10.10    Indemnity Agreement, dated November 30, 2021, by and between the Company and Henry N. Didier, Jr. (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed with the SEC on December 3, 2021)
  10.11    Indemnity Agreement, dated March 30, 2023 by and between the Company and Ronald Copley
  10.12    Indemnity Agreement, dated March 30, 2023, by and between the Company and Jason Reeves
  10.13    Letter Agreement, dated March 30, 2023, among the Company, Ronald Copley, and the Sponsor
  10.14    Letter Agreement, dated March 30, 2023, among the Company, Jason Reeves, and the Sponsor
  10.15    Amendment to Investment Management Trust Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on February 10, 2023)
  10.16    Convertible Promissory Note, dated as of January 16, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on January 20, 2023)
  31.1*    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2*    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1**    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.2**    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS    Inline XBRL Instance 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 (formatted as Inline XBRL and contained in Exhibit 101).

 

*

Filed herewith.

**

Furnished herewith.

 

ITEM 16.

FORM 10-K SUMMARY

None.

 

64

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

       Integrated Rail and Resources Acquisition Corp.

Dated: March 31, 2023

 

By:

  

/s/ Mark A. Michel

Name:

  

Mark A. Michel

Title:

  

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Mark A. Michel

Mark A. Michel

   

Chief Executive Officer and Director

(Principal Executive Officer)

   March 31, 2023

/s/ Timothy J. Fisher

Timothy J. Fisher

   

Chief Financial Officer and Director

(Principal Financial and Accounting Officer)

   March 31, 2023

/s/ Brian M. Feldott

Brian M. Feldott

   

Director

   March 31, 2023

/s/ Ronald C. Copley

Ronald C. Copley

   

Director

   March 31, 2023

/s/ Jason C. Reeves

Jason C. Reeves

   

Director

   March 31, 2023

http://fasb.org/us-gaap/2022#UnrealizedGainLossOnInvestments
Integrated Rail and Resources Acquisition Corp.
INDEX TO FINANCIAL STATEMENTS
 
  
 
F-2
 
FINANCIAL STATEMENTS
  
 
F-3
 
BALANCE SHEETS, AS OF DECEMBER 31, 2022 AND 2021
  
 
F-3
 
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM MARCH 12, 2021(INCEPTION) THROUGH DECEMBER 31, 2021
  
 
F-4
 
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM MARCH 12, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021
  
 
F-5
 
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM MARCH 12, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021
  
 
F-6
 
  
 
F-8
 
 
F-
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of
Integrated Rail & Resources Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Integrated Rail & Resources Acquisition Corp. (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company’s has less than twelve months to complete a business combination or the Company will cease all operations except for the purpose of liquidating. Further, the Company has a significant working capital deficiency and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our
opinion.
/s/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor since 2021.
Hartford, CT
March 31, 2023
 
F-2
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
Balance Sheets
 
 
  
December 31,
2022
 
  
December 31,
2021
 
ASSETS
  
  
Current Assets
  
  
Cash
  
$
54,173
 
  
$
1,004,278
 
Prepaid Expenses and Other Assets
  
 
433,578
 
  
 
409,084
 
  
 
 
 
  
 
 
 
Total Current Assets
  
 
487,751
 
  
 
1,413,362
 
Investments Held in Trust Account
  
 
237,537,270
 
  
 
232,302,620
 
Prepaid Expenses,
Non-Current
  
 
—  
 
  
 
357,949
 
  
 
 
 
  
 
 
 
Total Assets
  
$
 238,025,021
 
  
$
 234,073,931
 
  
 
 
 
  
 
 
 
LIABILITIES AND
STOCKHOLDERS’ DEFICIT
  
  
Current Liabilities
  
  
Accounts Payable
  
$
84,488
 
  
 
20,000
 
Accrued Expenses
  
 
597,250
 
  
 
60,500
 
Accrued Offering Costs
  
 
—  
 
  
 
36,352
 
Accrued Franchise Tax
  
 
70,685
 
  
 
161,694
 
Income Taxes Payable
  
 
341,854
 
  
 
—  
 
Due to Related Party
  
 
—  
 
  
 
12,494
 
  
 
 
 
  
 
 
 
Total Current Liabilities
  
 
1,094,277
 
  
 
291,040
 
Deferred Income Taxes
  
 
260,225
 
  
 
—  
 
Warrant Liabilities
  
 
2,926,000
 
  
 
11,922,400
 
Deferred Underwriting Fee Payable
  
 
8,050,000
 
  
 
8,050,000
 
  
 
 
 
  
 
 
 
Total Liabilities
  
$
12,330,502
 
  
$
20,263,440
 
  
 
 
 
  
 
 
 
Commitments and Contingencies
  
 
 
 
Class A Common Stock Subject to Possible Redemption, 23,000,000 Shares at a Redemption Value of $10.31 and $10.10 per share at December 31, 2022 and 2021, respectively.
  
 
237,124,704
 
 
 
232,300,000
 
Stockholders’ Deficit:
  
 
Class A Common Stock, $0.0001 Par Value; 100,000,000 Shares Authorized; No Shares Issued or Outstanding (Excluding 23,000,000 shares subject to possible redemption)
  
 
—  
 
 
 
—  
 
Class B Common Stock, $0.0001 Par Value; 10,000,000 Shares Authorized; 5,750,000 Shares Issued and Outstanding
  
 
575
 
 
 
575
 
Preference Shares, $0.0001 Par Value; 1,000,000 Shares Authorized, No Shares Issued or Outstanding
  
 
—  
 
 
 
—  
 
Accumulated Deficit
  
 
(11,430,760
) 
 
 
(18,490,084
) 
  
 
 
 
 
 
 
 
Total Stockholders’ Deficit
  
 
(11,430,185
) 
 
 
(18,489,509
) 
  
 
 
 
 
 
 
 
Total Liabilities and Stockholders’ Deficit
  
$
 238,025,021
 
 
$
 234,073,931
 
  
 
 
 
 
 
 
 
 
F-3
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
Statement of Operations
 
 
  
Year Ended
December 31, 2022
 
 
Period From
March 12, 2021
(Inception) through
December 31, 2021
 
EXPENSES
                 
Operating and Formation Expenses
    $ 2,036,415     $ 434,274  
    
 
 
    
 
 
  
Loss from Operations
      (2,036,415 )    $ (434,274 ) 
Other Income (Expense)
                 
Interest and Income Earned on Cash and Trust Investments
      1,986,954       2,620  
Unrealized gain on investments held in Trust
      1,239,168       —    
Offering costs allocable to warrant liabilities
      —         (1,061,386 ) 
Change in fair value of warrant liabilities
      8,996,400       (30,400 ) 
    
 
 
    
 
 
  
Total Other Income (Expense)
      12,222,522       (1,089,166 ) 
    
 
 
    
 
 
  
Income (Loss) before provision for income taxes
      10,186,107       (1,523,440 ) 
Provision for income taxes
      602,079       —    
    
 
 
    
 
 
  
Net Income (Loss)
    $ 9,584,028     $ (1,523,440 ) 
    
 
 
    
 
 
  
Weighted Average Shares Outstanding of Class A redeemable Common Stock
      23,000,000       3,833,333  
 
 
 
 
 
 
 
 
 
Basic and Diluted Net Income (Loss) per Share, Class A
    $ 0.33     $ (0.16 ) 
    
 
 
    
 
 
  
Weighted Average Shares Outstanding of Class B
non-redeemable
Common Stock
      5,750,000       5,750,000  
 
 
 
 
 
 
 
 
 
Basic and Diluted Net Income (Loss) per Share, Class B
    $ 0.33     $ (0.16 ) 
    
 
 
    
 
 
  
F-
4
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
Statement of Changes in Stockholders’ Deficit
 
For the Year Ended December 31, 2022 and the Period from March 12, 2021 (Inception) Through December 31, 2021
 
    
Common Stock
     
Additional
          
Total
  
    
Class A
     
Class B
     
Paid-In
    
Accumulated
    
Stockholders’
  
    
Shares
     
Amount
     
Shares
     
Amount
     
Capital
    
Deficit
    
Deficit
  
Balance - March 12, 2021 (Inception)
      —        $ —          —        $ —        $ —       $ —       $ —    
Issuance of Class B Common Stock to Sponsor
      —          —          5,750,000        575        24,425       —         25,000  
Excess of fair value of Founder Shares Attributable to the Anchor Investors
      —          —          —          —          11,675,823       —         11,675,823  
Private Placement Proceeds Deposited in Trust Account
      —          —          —          —          (2,300,000 )      —         (2,300,000 ) 
Cash proceeds received in excess of fair value of Private Placement Warrants
      —          —          —          —          3,948,000       —         3,948,000  
Accretion on Class A Common Stock subject to possible redemption
      —          —          —          —          (13,348,248 )      (16,966,644 )      (30,314,892 ) 
Net Loss
      —          —          —          —          —         (1,523,440 )      (1,523,440 ) 
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance - December 31, 2021
      —        $ —          5,750,000      $ 575      $ —       $ (18,490,084 )    $ (18,489,509 ) 
Proceeds from extension of business combination deadline from Sponsor

      —          —          —          —          2,300,000       —         2,300,000  
Remeasurement of Common Stock Subject to Redemption
      —          —          —          —          (2,300,000 )      (2,524,704 )      (4,824,704 ) 
Net Income
      —          —          —          —          —         9,584,028       9,584,028  
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
Balance - December 31, 2022
      —        $ —          5,750,000      $ 575      $ —       $ (11,430,760 )    $ (11,430,185 ) 
    
 
 
     
 
 
     
 
 
     
 
 
     
 
 
    
 
 
    
 
 
  
 
F-
5
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
Statement of Cash Flows
 
For the Year Ended December 31, 2022 and the Period from March 12, 2021 (
Inception
) Through December 31, 2021
 
 
  
Year ended

December 31 2022
 
 
Period From
March 12, 2021
(Inception) through
December 31, 2021
 
Cash Flows from Operating Activities:
                 
Net Income (Loss)
    $ 9,584,028     $ (1,523,440 ) 
Adjustments to reconcile net income (loss) to net cash used in operating activities:
                 
Offering Costs allocable to warrant liabilities
      —         1,061,386  
Reinvested dividends on funds held in Trust Account
      (1,986,491 )      (2,620 ) 
Unrealized Gain on Investments held in Trust Account
      (1,239,168 )      —    
Deferred Income Taxes
      260,225       —    
Change in fair value of warrant liabilities
      (8,996,400 )      30,400  
Changes in Operating Assets and Liabilities:
                 
Prepaid Expenses
      333,455       (767,033 ) 
Accounts Payable
      64,488       20,000  
Accrued Expenses
      536,750       60,500  
Accrued Offering Costs
      (36,352 )      36,352  
Accrued Franchise Tax
      (91,009 )      161,694  
Income Taxes Payable
      341,854       —    
Due to Related Party
      (12,494 )      12,494  
    
 
 
    
 
 
  
Net Cash Used in Operating
Activities
      (1,241,114 )      (910,267 ) 
    
 
 
    
 
 
  
Cash Flows from Investing Activities:
                 
Transfer of Funds Held in Trust for Payment of Franchise Tax
      291,009       —    
Investment of cash in Trust Account
      (2,300,000 )     (232,300,000 ) 
    
 
 
    
 
 
  
Net Cash Provided by (Used In) Financing Activities
      (2,008,991 )     (232,300,000 ) 
    
 
 
    
 
 
  
Cash Flows from Financing Activities:
                 
Proceeds from sale of Class A Common Stock
      —         230,000,000  
Proceeds from sale of Private Placement Warrants
      —         9,400,000  
Payment to Underwriters
      —         (4,600,000 ) 
Proceeds from sale of Class B Shares
      —         25,000  
Proceeds from extension of business combination deadline from Sponsor
 
 
2,300,000
 
 
 
 —  
 
Payment of Offering Costs
      —         (610,455 ) 
    
 
 
    
 
 
  
Net Cash Provided by Financing Activities
     
2,300,000

       234,214,545  
    
 
 
    
 
 
  
Net Increase in Cash
      (950,105 )      1,004,278  
Cash - Beginning of Period
      1,004,278       —    
    
 
 
    
 
 
  
Cash - End of Period
    $ 54,173     $ 1,004,278  
    
 
 
    
 
 
  

F-
6
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
Statement of Cash Flows - Continued
 
For the Year Ended December 31, 2022 and the Period from March 12, 2021 (Inception) Through December 31, 2021
 
 
  
Year ended

December 31 2022
 
  
Period From
March 12, 2021
(Inception) through
December 31, 2021
 
Supplemental Disclosure of Noncash Investing and Financing Activities:
  
  
Initial Fair Value of Warrant Liabilities
    $ —        $ 11,892,000  
    
 
 
     
 
 
  
Excess of Fair Value of Founder Shares Attributable to Anchor Investors
    $ —        $  11,675,823  
    
 
 
     
 
 
  
Deferred Underwriting fee payable
    $ —        $ 8,050,000  
    
 
 
     
 
 
  
Remeasurement of Common Stock Subject to Redemption
    $ 4,824,704      $ —    
    
 
 
     
 
 
  

F-
7
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
Notes to Financial Statements
NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN
Integrated Rail and Resources Acquisition Corp. (the “
Company
”) is a blank check company incorporated as a Delaware corporation on March 12, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“
Business Combination
”).
As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from March 12, 2021 (inception) through December 31, 2022 related to the Company’s formation, its initial public offering (“
IPO
” or “
Initial Public Offering
”), which is described below, and, subsequent to the IPO, identifying a target company for an initial business combination.
The registration statement for the Company’s IPO was declared effective on November 11, 2021. On November 16, 2021, the Company consummated its IPO of 23,000,000 units (the “
Units
”), including the full exercise of the underwriters’ over-allotment option to purchase 3,000,000 Units. Each Unit consisted of one share of Class A common stock, par value $0.0001 per share, of the Company (the “Public Shares”) and
one-half
of one redeemable warrant, at $10.00 per Unit. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000, which is described in Note 3. Each Unit consists of one share of Class A Common Stock and
one-half
of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment.
Simultaneously with the closing of the IPO, the Company consummated the sale of 9,400,000 warrants (the “
Private Placement Warrants
”) at a price of $1.00 per Private Placement Warrant in a private placement to DHIP Natural Resources Investments, LLC (“
Sponsor
”), generating gross proceeds of $9,400,000, which is described in Note 4.
Transaction costs amounted to $24,917,410 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,675,823 for the excess fair value of founder shares (as defined in Note 5 below) attributable to the anchor investors (as described in Note 3), and $610,455 of other offering costs.
 
F-
8
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN –
Continued
 
The Company had 12 months from the closing of the IPO on November 16, 2021 to consummate an initial Business Combination (until November 16, 2022). However, if the Company anticipates it may not be able to consummate an initial Business Combination within such 12 month period, the insiders or their affiliates may, but were not obligated to, extend the period of time to consummate a Business Combination up to two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination) by depositing into the trust account maintained by American Stock Transfer & Trust Company, acting as trustee, an amount of $0.10 per unit sold to the public in the IPO, $2,300,000, for each such three-month extension (resulting in a total deposit of $10.30 per public share sold in the event all two extensions are elected or an aggregate of $4,600,000, if the time to consummate a Business Combination is extended to a full 18 months). Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. In November 2022, the Sponsor deposited $
2,300,000
in to the trust account, as a capital contribution, to extend the deadline for an initial business combination three months to February 2023. Subsequent to the balance sheet date, a Special meeting of Stockholders held in February 2023 resulted in extension of the deadline to complete an initial business combination to
 March 
15, 2023 and allow the Company to further extend the date to consummate a business combination on a monthly basis up to five (5) times by an additional one month through August 15, 2023. In February 2023, our Sponsor deposited $
692,204
, as a capital contribution, into the Trust Account, to extend the deadline for an initial business combination one month to March 15, 2023. In March 2023, our Sponsor deposited $692,204, as a capital contribution, into the Trust Account, to extend the deadline for an initial business combination one month to April 15, 2023. (Note 11)
If the Company is unable to complete a Business Combination, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with an initial business combination. However, the Company will only complete a Business Combination if the post-transaction 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 1940, as amended, or the Investment Company Act.
 
F-
9
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN –
Continued
 
Following the closing of the IPO on November 16, 2021, management agreed that an amount equal to at least $10.10 per Unit sold (or $232,300,000) in the Initial Public Offering and the proceeds of the Private Placement Warrants, would be held in a trust account (“Trust Account”) with American Stock Transfer & Trust Company, LLC acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 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, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The
per-share
amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). The Public Shares are recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.
 
F-
10
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN –
Continued
 
The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001
upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation which was adopted by the Company upon the consummation of the Initial Public Offering, and was amended by certificate of amendment on February 9, 2023 (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”) will agree to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a business combination. In addition, the Initial Stockholders will agree to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a business combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor.
 
F-1
1
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN –
Continued
 
Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 
13
of the Securities Exchange Act of
1934
, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
15
% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.
The Company’s Sponsor, executive officers, directors and director nominees will agree not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment.
In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).
 
F-1
2
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN –
Continued
 
The Initial Stockholders will agree to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters will agree to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
 
F-1
3
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS,
AND GOING CONCERN –
Continued
 
Liquidity and Going Concern
At December 31, 2022, the Company had approximately $54,000 in cash and approximately $607,000 in working capital deficit.
The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and while the Company believes it has sufficient access to additional sources of capital, if necessary, there are no assurances that such additional capital will ultimately be available. In addition, the Company currently has less than 12 months from the date these financial statements were issued to complete a Business Combination and if the Company is unsuccessful in consummating an Initial Business Combination, it is required to liquidate and dissolve. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. The audited financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. See Note 11 regarding subsequent event for additional information on proxy filed for stockholder vote to extend the Combination Period.
Risks and Uncertainties
Management continues to evaluate 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 the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“
GAAP
”) and pursuant to the rules and regulations of the SEC.
 
F-14
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies, but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
 
F-15
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –
Continued
 
Use of Estimates – Continued
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. 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 and management believes the Company is not exposed to significant risks on such account.
 
F-1
6
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –
Continued
 
Net Income (Loss) Per Common Share
Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the
two-class
method in calculating net income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value.
The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,900,000
shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The calculations of basic and diluted income (loss) per common share for the period from March 12, 2021 (inception) through December 31, 2021 exclude
s 750,000
shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (“over-allotment contingent shares”). As of December 31, 2022 and 2021 the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented.
 
F-1
7
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –
Continued
 
Net Income (Loss) Per Common Share – continued
The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts):
 
 
  
 
 
  
 
 
  
For the Period From
 
 
  
 
 
  
 
 
  
March 12. 2021
 
 
  
For the Year Ended
 
  
(Inception) Through
 
 
  
December 31, 2022
 
  
December 31, 2021
 
 
  
Class A
 
  
Class B
 
  
Class A
 
  
Class B
 
Basic and diluted net income (loss) per common stock
  
  
  
  
Numerator:
  
  
  
  
Allocation of net income (loss)
    $ 7,667,222      $ 1,916,806      $ (609,376 )     $ (914,064 ) 
Denominator:
                                    
Basic and diluted weighted average common shares
      23,000,000        5,750,000        3,833,333        5,750,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income (loss) per common stock
    $ 0.33      $ 0.33      $ (0.16 )     $ (0.16 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
F-1
8
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –
Continued
 
Class A Common Stock Subject to Possible Redemption
The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480,
Distinguished Liabilities from Equity.
Shares of common stock subject to redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.
At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The valuation of common stock subject to redemption includes the Company’s estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $100,000 since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders’ deficit section of the Company’s balance sheet. At December 31, 2022 and December 31, 2021, the Common Stock reflected in the balance sheets are reconciled in the following table:
 
Gross Proceeds
    $ 232,300,000  
Less:
         
Proceeds allocated to Public Warrants
      (6,440,000 ) 
Common Stock issuance costs
      (23,874,892 ) 
Plus:
         
Accretion of carrying value to redemption value
      30,314,892  
Class A Common stock subject to possible redemption, December 31, 2021
    $ 232,300,000  
Plus:
         
Remeasurement of Class A common stock subject to possible redemption
      4,824,704  
    
 
 
  
Class A Common stock subject to possible redemption, December 31, 2022
    $ 237,124,704  
    
 
 
  
 
F-1
9
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –
Continued
 
Warrant Liabilities
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480,
Distinguished Liabilities from Equity
(“
ASC 480
”) and ASC 815,
Derivatives and Hedging
(“
ASC 815
”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional
paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a
non-cash
gain or loss on the statements of operations. The fair value of the Public Warrants (as defined in Note 7) and Private Placement Warrants was estimated using an independent third-party valuation.
 
F-
20
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –
Continued
 
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of ASC
340-10-S99-1
and SEC Staff Accounting bulletin Topic 5A –
Expenses of Offering.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the 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 $24,936,278 as a result of the IPO (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,675,823 for the excess fair value of founder shares attributable to the Anchor Investors, and $610,455 of other offering costs). The Company immediately expensed $1,061,386 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.
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 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 balance sheet 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.
 
F-2
1
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –
Continued
 
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820,
Fair Value Measurement
(“
ASC 820
”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within the framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
The carrying amounts reflected in the balance sheet for cash, accounts payable, accrued expenses, accrued offering costs, investments held in trust account, and due to related party approximate fair value due to short-term nature.
Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.
Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs to the fair value measurement are determined using prices for recently traded
assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates,
assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
See Note 10 for additional information on assets and liabilities measured at fair value.
 
F-2
2
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –
Continued
 
Stock-based Compensation
The transfer of the Founder Shares to independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date the financial statements were issued, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (uncles subsequently modified) less the amount initially received for the purchase of the Founders Shares.
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
no
unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Since the Company was incorporated on March 12, 2021, the evaluation was performed for the 2021 and 2022 tax years, which are the only periods subject to examination.
 
F-2
3
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 2
–
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
–
Continued
 
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
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 December 31, 2022 and 2021.
Investments Held in Trust Account
As of December 31, 2022, the Company had $237,537,270 of treasury bills, mutual funds, and cash funds held in the Trust Account. As of December 31, 2021, the Company had $232,300,000 of funds held in a money market account. During the year ended December 31, 2022 the Company used $291,009 of interest earned in the Trust Account to pay taxes.
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
 
F-2
4
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 2
–
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
–
Continued
 
Inflation Reduction Act of 2022 – continued
 
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.
NOTE 3 – INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A common stock and
one-half
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A common stock at an exercise price of $11.50 per share, subject to adjustment.
Twelve anchor investors, none of whom is affiliated with any member of our management team, purchased an aggregate of 20,000,000 of the units sold in the Initial Public Offering. Further, each such anchor investor purchased a
pro-rata
portion of 1,515,160 founder shares offered to the anchor investors at $0.004 per share.
The Company considers the excess fair value of the Founder Shares issued to the anchor investors above the purchase price as offering costs and will reduce the gross proceeds by this amount. The Company has valued the excess fair value over consideration of the founder shares offered to the anchor investors at $11,675,823. The excess of the fair value over consideration of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and were allocated to stockholders’ equity and expenses upon the completion of the Initial Public Offering. The fair value of the shares was estimated to be $7.71 based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk free rate on the acquisition date, a discount for a lack of marketability and other variables.
 
F-2
5
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 4 – PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,400,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant ($9.4 million in the aggregate).
Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Initial Public Offering to be held in the Trust Account such that at the time of closing $232,300,000 was to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be
non-redeemable
for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
 
F-2
6
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 5 – RELATED PARTY TRANSACTIONS
Founder Shares
On March 12, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 5,750,000 shares of Class B common stock (the “
Founder Shares
”). On April 5, 2021, the Sponsor transferred interests in 25,000 founder shares to each of Nathan Asplund, Rollin Bredenberg, Brian Feldott, and Edmund Underwood, Jr., our independent director nominees. In relation to the Initial Public Offering, an aggregate of 1,515,160 Founder Shares were cancelled by our Sponsor and transferred by us to our anchor investors in the IPO. On March 7, 2022, Nathan Asplund tendered the return of his interest in 25,000 Founder Shares in relation to his resignation from the Board of Directors and the Sponsor transferred an interest in 25,000 Founder Shares to Troy Welch, who was elected to the Board of Directors on March 4, 2022, to fill the vacancy.
The Company determined the fair value of the share-based compensation related to the transfer of shares, to the independent director nominees, based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk-free rate on the acquisition date, a discount for a lack of marketability and other variables. The value of the share-based compensation was $667,250 based on grant date fair value estimates of $6.63 and $6.80 at April 5, 2021 and March 7, 2022, respectively.
On November 15, 2022, the Company’s CEO Richard Bertel, CFO Christopher Bertel, Vice President Edmund Underwood, director Rollin Bredenberg, and director Troy Welch tendered their resignation from the Company. As a result of the resignations, the Sponsor assumed control of Class B common stock. The Company replaced the departed directors with Ronald Curt Copley, and Jason Reeves.
On December 22, 2022, and December 24, 2022, the Sponsor transferred 25,000 founder shares to Ronald Curt Copley and Jason Reeves, respectively, as independent director nominees. The Company determined the fair value of the share-based compensation related to the transfer of shares, to the independent director nominees, based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk-free rate on the acquisition date, a discount for a lack of marketability and other variables. The value of the share-based compensation was $74,637 based on grant date fair value estimates of $1.49 at both December 22, 2022, and December 24, 2022.
 
F-2
7
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 5
–
RELATED PARTY TRANSACTIONS
–
Continued
 
Founder Shares – continued
 
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 and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their common stock for cash, securities or other property.
Related Party Loans
On March 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for working capital purposes, legal expenses, consultants, advisors, initial public offering preparation, and other general corporate uses (the “
Note
”). The Note was
non-interest
bearing, unsecured and due on the earlier of December 31, 2021 or the closing of the Initial Public Offering. There were no borrowings against the Note during the period from March 12, 2021 (inception) through December 31, 2022, and any subsequent borrowings were repaid in full at the closing of the Initial Public Offering.
The Sponsor also agreed to loan the Company up to $1,500,000 to be used for working capital purposes through the earlier of December 31, 2021 or the closing of the Initial Public Offering. At March 25, 2022 the Sponsor has agreed to loan the Company up to $1,500,000 to be used for working capital purposes through April 1, 2023, as funds are necessary. Such loans would be
non-interest
bearing, unsecured, and will be repaid upon the consummation of a Business Combination. In the event that the Company does not consummate a Business Combination, all amounts loaned to the Company will be forgiven except to the extent that the Company has funds available to it, outside of its trust account established in connection with the IPO.
Subsequent to the balance sheet date, the Company entered into a Loan agreement with a related party for up to $600,000. See Note 11.
 
F-2
8
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 5
–
RELATED PARTY TRANSACTIONS
–
Continued
 
Administrative Services Agreement
The Company entered into an agreement commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the liquidation, that provides that the Company will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. During 2022, our Sponsor waived 2 months, or $20,000, of administrative fees. For the year ended December 31, 2022, and the period from March 12, 2021 (inception) through December 31, 2021, the Company recorded $100,000 and $10,000, respectively, related to the Administrative Services Agreement.
 
F-2
9
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 6 – COMMITMENTS & CONTINGENCIES
Registration and Stockholder 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 Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company paid an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, with an additional fee of $0.35 per unit, or approximately $8.05 million in the aggregate, payable to the underwriters for deferred underwriting commissions in relation to the Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
The Company accounted for the 20,900,000 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 9,400,000 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 statement of operations.
 
F-
30
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 6 – COMMITMENTS
 & CONTINGENCIES –
Continued
 
Underwriting Agreement – continued
 
Warrants
— Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). 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 commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement.
If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60
th
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. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they 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” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Investment Banking Advisory Agreement
The Company has entered into an investment banking advisory service agreement pursuant to which fees will be paid upon the closing of an Acquisition during the term of the agreement through 24 months after the termination of the agreement. Fees will be charged at the greater of $4,250,000 or up to .65% of the Acquisition Value if the acquisition exceeds $900 Million. The investment banking advisory fees are contingent on both the consummation and the specific terms of an Initial Business Combination, neither of which can be reasonably predicted at this time. Accordingly, no accrual has been made for these arrangements in the financial statements.
 
F-3
1
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 7 – WARRANT LIABILITIES
The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of 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 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 prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be
non-redeemable
so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
 
F-3
2
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 7
–
WARRANT LIABILITIES
–
Continued
 
Redemption of Warrants When the Price per 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):
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per warrant;
 
  •  
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
 
  •  
the last sales price of the common stock reported has been at least $18.00 per share on each of twenty trading days within the thirty
trading-day
period ending on the third trading day prior to the date on which notice of the redemption for the Public Warrants is given.
The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering 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 throughout the
30-day
redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Company will use its commercially reasonable best efforts to register or qualify such shares of common stock under the blue sky laws to the extent an exemption is not available.
 
F-3
3
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 7 – WARRANT LIABILITIES –
Continued
 
If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on its stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. 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 quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale 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 redemption is sent to the holders of warrants.
None of the private placement warrants will be redeemable by the Company so long as they are held by the sponsor, the affiliates of the sponsor, or its permitted transferees.
 
F-3
4
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 8 – INCOME TAX
The income tax provision for the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021 consists of the following:
 
 
  
Year Ended

December 31,
2022
 
  
Period from

March 12, 2021

(inception)

through

December 31,
2021
 
Federal
                  
Current
    $ 341,854      $ —    
Deferred
      48,264        (90,648 ) 
State and Local
                  
Current
      —          —    
Deferred
      —          —    
Change in Valuation Allowance
      211,961        90,648  
    
 
 
     
 
 
  
Income Tax Provision
    $ 602,079      $ —    
    
 
 
     
 
 
  
The Company’s net deferred tax assets are as follows:
 
 
  
Year Ended

December 31,
2022
 
  
Period from

March 12, 2021

(inception)

through

December 31,
2021
 
Deferred tax assets (
l
iabilities)
                  
Organizational/Start-up
Costs
    $ 302,609      $ 57,242  
Unrealized Gains
      (260,225 )       —    
Business Combination Expenses
      —          —    
Net Operating Loss carryforward
      —          33,406  
    
 
 
     
 
 
  
Total Deferred Tax Assets
      42,384        90,648  
Valuation Allowance
      (302,609 )       (90,648 ) 
    
 
 
     
 
 
  
Deferred
tax liabilities, net of allowance
    $ (260,225 )     $ —    
    
 
 
     
 
 
  
As of December 31, 202
1
, the Company had $159,076 of U.S. federal net operating loss
 
carryovers available to offset taxable income.

 
F-3
5
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 8 – INCOME TAX –
Continued
 
In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in valuation allowance was $211,961.
A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:
 
 
  
Year Ended

December 31,
2022
 
 
Period from

March 12, 2021

(inception)

through

December 31,
2021
 
Statutory federal income tax rate
      21.00 %      21.00 % 
State taxes, net of federal tax benefit
      0.00 %      0.00 % 
Business Combination Costs
      1.38 %      0.00 % 
Permanent Difference - Warrant Issue Costs
      0.00 %      -14.63 % 
Permanent
Difference - Change in FV of Warrant
      -18.55 %      -0.42 % 
Valuation allowance
      2.08 %      -5.95 % 
    
 
 
    
 
 
  
Income tax provision
      5.91 %      0.00 % 
    
 
 
    
 
 
  
The Company files tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing
author
ities.
 
F-3
6
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 9 – STOCKHOLDERS’ EQUITY
Class
 A Common stock
— The Company is authorized to issue 100,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 23,000,000 shares of Class A common stock issued or outstanding, including 23,000,000 Class A common stock subject to possible redemption.
Class
 B Common stock
— The Company is authorized to issue 10,000,000 Class B common stock with a par value of $0.0001 per share. On December 31, 2022 and 2021, 5,750,000 Class B common stock were issued and outstanding, so that the Initial Stockholders and anchor investors collectively own 100% of the Company’s issued and outstanding shares of Class B common stock and 20% of all of the Company’s issued and outstanding common stock.
Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Except as described below, holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.
The Class B common stock will automatically convert into Class A common stock, which such shares of Class A common stock delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted
basis, 20% of the sum of (i) the total number of common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the shares of Class B common stock convert into Class A common stock at a rate of less than
one-to-one.
Preference Shares
— The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no preference shares issued or outstanding.
 
F-3
7
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 10 – FAIR VALUE MEASUREMENTS
The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description
  
Amount at Fair
Value
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
December 31, 2022
                                    
Assets
                                    
Investments held in Trust
    $ 237,537,270      $ 237,537,270                    
    
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities
                                    
Warrant Liability - Public Warrants
    $ 1,610,000      $ 1,610,000      $ —        $ —    
Warrant Liability - Private Placement Warrants
      1,316,000        —          —          1,316,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
Warrant Liabilities
    $ 2,926,000      $ —        $ —        $ 1,316,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
December 31, 2021
                                    
Assets
                                    
Investments held in Trust
    $ 232,302,620      $ 232,302,620      $ —        $ —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities
                                    
Warrant Liability - Public Warrants
    $ 6,555,000      $ —        $ —        $ 6,555,000  
Warrant Liability - Private Placement Warrants
      5,367,400        —          —           5,367,400  
    
 
 
     
 
 
     
 
 
     
 
 
  
Warrant Liabilities
    $ 11,922,400      $ —        $ —        $ 11,922,400  
    
 
 
     
 
 
     
 
 
     
 
 
  
 
F-3
8
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 10 – FAIR VALUE MEASUREMENTS –
Continued
 
At December 31, 2022 and 2021, the Company utilized an independent third party to value the Public and Private Warrants based upon a binomial options pricing model using Level 3 inputs. As of December 31, 2022 and 2021, the Company utilized quoted active market exchange trade pricing to value the Public Warrants (Level 1 inputs), and an independent third party to value the private warrants with a binomial options pricing model (Level 3 inputs). The changes in fair value are recognized in the unaudited statements of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the private warrants. The risk-free interest rate is based on the U.S. Treasury
zero-coupon
yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The Company transferred public warrants from Level 3 to Level 1 during the year ended December 31, 2022, as they began actively trading on January 3, 2022.
 
F-3
9
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 10 – FAIR VALUE MEASUREMENTS –
Continued
 
Investments Held in Trust
At December 31, 2022 and 2021, the Company held $237,537,270 and $232,302,620, respectively, of Investments in Trust Account at fair value in a fund invested in United States Treasury instruments (the “Fund”). In April 2022, the Company redeemed the assets in the Fund and purchased $232,971,000 of Short Term Treasury Bill bonds that matured in August 2022 at a discounted cost basis of $232,275,978. In August 2022, the Company redeemed the assets in the Fund and purchased $233,983,000 of Short-Term Treasury Bill Bonds that matured in November 2022 at a discounted costs basis of $232,768,960. In November 2022, the Company redeemed the assets in the Fund and purchased $238,282,000 of Short-Term Treasury Bill Bonds that mature in February 2023 at a discounted cost basis of $236,285,079. In accordance with ASC 320 Investments – Debt and Equity Securities, the Company accounts for the investments as trading securities and measures the investments at fair value with unrealized holding gains and losses included in Other Income in the statement of operations. At December 31, 2022, the fair value of the Investments Held in Trust was $237,537,270 as recognized on the balance sheet (a Level 1 fair value). As of December 31, 2022 the Company recognized $1,239,168 of unrealized holding gains in the Statement of Operations.
 
F-
40
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
 
NOTE 10 – FAIR VALUE MEASUREMENTS –
Continued
 
Warrant Liabilities
The following table provides the significant inputs to the independent third-party’s pricing model for the fair value of the Private Placement Warrants:
 
    
At December 31,
2022
    
At December 31,
2021
  
Share Price
    $ 10.30     $ 9.77  
Exercise Price
    $ 11.50     $ 11.50  
Years to Expiration
      5.13       5.62  
Volatility
      3.40 %      10.00 % 
Risk-Free Rate
      3.91 %      1.31 % 
Dividend Yield
      0.00 %      0.00 % 
Fair Value of warrants
    $ 0.140     $ 0.571  
The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:
 
    
Warrant
Liabilities
  
Fair Value at Jan
u
ary 1, 2022
    $ 5,367,400  
Change in Fair Value
      (4,051,400 ) 
    
 
 
  
Fair Value at December 31, 2022
    $ 1,316,000  
    
 
 
  
 
F-4
1
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
NOTES TO FINANCIAL STATEM
ENTS
 
NOTE 11 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the financial statement were issued.
As filed in a Form
8-K
filing on January 20, 2023, the Company issued an unsecured promissory note to Trident Point 2, LLC, a related party through common ownership, pursuant to which the Company is entitled to borrow up to an aggregate principal amount of $600,000 in order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination. All unpaid principal under the Note will be due and payable in full on the earlier of August 15, 2023 and the date on which the Company consummates an initial business combination. Trident Point 2 will have the option at any time prior to August 15, 2023 to convert amounts outstanding, up to $600,000, into warrants to purchase the Company’s shares of Class A common stock at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s IPO. As of the date of this report, the Company has borrowed $400,000 on the promissory note.
On February 8, 2023, the Company held a Special Meeting of Stockholders to vote on an “Extension Amendment Proposal”, “Trust Amendment Proposal”, and “Adjournment Proposal” to extend the deadline to complete an initial business combination to March 15, 2023 and allow the Company without a stockholder vote, to further extend the date to consummate a business combination on a monthly basis up to five (5) times by an additional one month, through August 15, 2023. The stockholders voted in favor on the proposals. As a result of the vot
e, 9,155,918 shares were redeemed by the Stockholders requiring a payment of $94,489,074 from the funds held in Trust; 13,844,082 shares remain available for possible redemption. In February 2023, the Sponsor deposited, as a
loan
, $
692,204
into the Trust Account to extend the deadline to consummate a business combination to March 15, 2023. In March 2023, the Sponsor deposited, as a
loan
, $692,204 into the Trust Account to extend the deadline to consummate a business combination to April 15, 2023.
 
F-4
2
 EX-10.11 2 d453042dex1011.htm EX-10.11 EX-10.11

Exhibit 10.11

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 30, 2023, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Ronald Copley (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS, Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified; and

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of March 30, 2023 by and between the Company and the Indemnitee, the Company and Indemnitee do hereby covenant and agree as follows:

TERMS AND CONDITIONS

1. SERVICES TO THE COMPANY Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

2. DEFINITIONS. As used in this Agreement:

(a) References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

(b) The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

(c) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party. Other than an affiliate of DHIP Natural Resources Investments, LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

(ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

(d) “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.

(e) “Delaware Court” shall mean the Court of Chancery of the State of Delaware.

(f) “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.

(g) “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(i) “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. “Expenses,” however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(j) References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(k) “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(l) The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(m) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

(n) The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason of Indemnitee’s own actual fraud or willful misconduct. Indemnitee shall not be found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.

4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith

and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in Connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5 and except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

(a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

(b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

9. EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:

(a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or

(c) except as otherwise provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.

10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

(a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

(c) The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, liability, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.

11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

(a) Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.

(b) Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.

12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

(a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the stockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. (e) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

14. REMEDIES OF INDEMNITEE.

(a) In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.

(c) In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, and exonerated and to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, and exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(d) If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(f) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter, or the Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).

(g) Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.

15. SECURITY. Notwithstanding anything herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

(a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.

(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(e) The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.

(f) Notwithstanding anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates or members or any other Person is secondary.

17. DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.

18. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

19. ENFORCEMENT AND BINDING EFFECT.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.

(b) Without limiting any of the rights of Indemnitee under the Charter or Bylaws as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.

20. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

21. NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.

(b) If to the Company, to:

Integrated Rail and Resources Acquisition Corp.

400 W Morse Blvd, Suite 220

Winter Park, Florida 32789

Attention: Mark Michel

With a copy, which shall not constitute notice, to

Reed Smith LLP

506 Carnegie Center, Suite 300

Princeton, New Jersey 08540

Attn: Edward P. Bromley III

Fax No.: (609) 951-0824

or to any other address as may have been furnished to Indemnitee in writing by the Company.

22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

23. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

24. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

25. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

26. ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.

27. WAIVER OF CLAIMS TO TRUST ACCOUNT. Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates a Business Combination.

28. MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.

 

INTEGRATED RAIL AND RESOURCES CORP.
By:  

/s/ Mark Michel

  Name: Mark Michel
  Title: Chairman of the Board of Directors & Chief Executive Officer
INDEMNITEE
By:  

/s/ Ronald Copley

 

Name: Ronald Copley

Title: Director

[Signature page to Indemnity Agreement]

EX-10.12 3 d453042dex1012.htm EX-10.12 EX-10.12

Exhibit 10.12

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 30, 2023, by and between Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Jason Reeves (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Certificate of Incorporation (the “Charter”) and the Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;

WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS, Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified; and

NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of March 30, 2023 by and between the Company and the Indemnitee, the Company and Indemnitee do hereby covenant and agree as follows:

TERMS AND CONDITIONS

1. SERVICES TO THE COMPANY Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

2. DEFINITIONS. As used in this Agreement:

(a) References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

(b) The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.

(c) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party. Other than an affiliate of DHIP Natural Resources Investments, LLC (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

(ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or

(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

(d) “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.

(e) “Delaware Court” shall mean the Court of Chancery of the State of Delaware.

(f) “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.

(g) “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(h) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(i) “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. “Expenses,” however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(j) References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(k) “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(l) The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(m) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

(n) The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any) that Indemnitee may incur by reason of Indemnitee’s own actual fraud or willful misconduct. Indemnitee shall not be found to have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction shall have made a finding to that effect.

4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith

and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.

5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in Connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5 and except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

(a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

(b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

9. EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:

(a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law; or

(c) except as otherwise provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances are unavailable from any insurance policy of the Company covering Indemnitee.

10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.

(a) Notwithstanding any provision of this Agreement to the contrary, except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

(c) The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, liability, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.

11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.

(a) Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.

(b) Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.

12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.

(a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (iv) by vote of the stockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

14. REMEDIES OF INDEMNITEE.

(a) In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.

(c) In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, and exonerated and to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, and exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(d) If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(f) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter, or the Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).

(g) Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.

15. SECURITY. Notwithstanding anything herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

(a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.

(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter use commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(e) The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.

(f) Notwithstanding anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement obligation of the Sponsor or its affiliates or members or any other Person is secondary.

17. DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.

18. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

19. ENFORCEMENT AND BINDING EFFECT.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.

(b) Without limiting any of the rights of Indemnitee under the Charter or Bylaws as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction. The Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.

20. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

21. NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.

(b) If to the Company, to:

Integrated Rail and Resources Acquisition Corp.

400 W Morse Blvd, Suite 220

Winter Park, Florida 32789

Attention: Mark Michel

With a copy, which shall not constitute notice, to

Reed Smith LLP

506 Carnegie Center, Suite 300

Princeton, New Jersey 08540

Attn: Edward P. Bromley III

Fax No.: (609) 951-0824

or to any other address as may have been furnished to Indemnitee in writing by the Company.

22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

23. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

24. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

25. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

26. ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.

27. WAIVER OF CLAIMS TO TRUST ACCOUNT. Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates a Business Combination.

28. MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.

 

INTEGRATED RAIL AND RESOURCES CORP.
By:  

/s/ Mark Michel

  Name: Mark Michel
  Title: Chairman of the Board of Directors & Chief Executive Officer
INDEMNITEE
By:  

/s/ Jason Reeves

 

Name: Jason Reeves

Title: Director

[Signature page to Indemnity Agreement]

EX-10.13 4 d453042dex1013.htm EX-10.13 EX-10.13

Exhibit 10.13

March 30, 2023

Integrated Rail and Resources Acquisition Corp.

400 W Morse Blvd, Suite 220

Winter Park, Florida 32789

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, Incorporated, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that were purchased to cover over-allotments) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) initially filed by the Company (File No. 333-256381) with the U.S. Securities and Exchange Commission (the “Commission”) on October 26, 2021, and the Units are listed on The New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 11 hereof.

The Company and the Underwriters entered into the Underwriting Agreement, and along with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, DHIP Natural Resources Investments, LLC (the “Sponsor”) and the undersigned individual, who is a member of the Company’s board of directors (an “Insider”), hereby agree with the Company as follows:

1. The Sponsor and Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination, the Sponsor and Insider agrees that it, he or she will not seek to sell its, his or her shares of Capital Stock to the Company in connection with such tender offer.

2. The Sponsor and Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 12 months (or up to 18 months if the Company elects to extend its time to complete a business combination as described in the Prospectus) months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation (the “Charter”), the Sponsor and Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and Insider agrees not to propose any amendment to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection with a Business Combination, or (ii) (A) the Company obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within such time set forth in the Charter

or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment 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 and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.

The Sponsor and Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or a stockholder vote to approve an amendment to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection with a Business Combination or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within such time set forth in the Charter or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment 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 and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares, or in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insider and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).

3. During the period commencing on the date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The Insider and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply (i) if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer or (ii) the forfeiture of any Founders Shares pursuant to their terms.

4. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor shall (x) apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i)

$10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y) not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.

5. (a) The Underwriters acknowledge that Insider may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Exchange Act, even before the Company has entered into a definitive agreement regarding an initial Business Combination.

(b) The Sponsor and Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5(a), 6(b), and 8, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

6. (a) The Sponsor and Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the 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 Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).

(b) The Sponsor and Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).

(c) Notwithstanding the provisions set forth in paragraphs 6(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 6(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or (h) in the event of our liquidation, merger , capital stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein.

7. The Sponsor and Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. The Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.

8. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor, nor any officer or director of the Company nor any affiliate of any officer or director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).

9. The Sponsor and Insider has full right and power, without violating any agreement to which it, he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the Company.

10. As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean (a) the 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor for an aggregate purchase price of $25,000, or $0.003 per share, prior to the consummation of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to 9,400,000 shares of Common Stock of the Company that the Sponsor purchased for an aggregate purchase price of $9,400,000 in the aggregate, or $1.00 per Warrant, in a private placement that occurred simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering were deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

11. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each officer and director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

12. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

13. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and Insider and their respective successors, heirs and assigns and permitted transferees.

14. Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.

15. This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

16. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

17. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

18. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.

19. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that paragraph 4 of this Letter Agreement shall survive such liquidation.

21. The Company, the Sponsor and Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party beneficiary of this Letter Agreement.

[Signature Page Follows]

Sincerely,

 

DHIP NATURAL RESOURCES INVESTMENTS, LLC
By:  

/s/ Timothy Fisher

  Name: Timothy Fisher
  Title: Managing Partner

 

By:  

/s/ Ronald Copley

  Name: Ronald Copley
  Title: Director

 

Acknowledged and Agreed:
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
By:  

/s/ Mark Michel

  Name: Mark Michel
  Title: Chief Executive Officer

[Signature Page to Letter Agreement]

EX-10.14 5 d453042dex1014.htm EX-10.14 EX-10.14

Exhibit 10.14

March 30, 2023

Integrated Rail and Resources Acquisition Corp.

400 W Morse Blvd, Suite 220

Winter Park, Florida 32789

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Integrated Rail and Resources Acquisition Corp., a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, Incorporated, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that were purchased to cover over-allotments) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) initially filed by the Company (File No. 333-256381) with the U.S. Securities and Exchange Commission (the “Commission”) on October 26, 2021, and the Units are listed on The New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 11 hereof.

The Company and the Underwriters entered into the Underwriting Agreement, and along with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, DHIP Natural Resources Investments, LLC (the “Sponsor”) and the undersigned individual, who is a member of the Company’s board of directors (an “Insider”), hereby agree with the Company as follows:

1. The Sponsor and Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination, the Sponsor and Insider agrees that it, he or she will not seek to sell its, his or her shares of Capital Stock to the Company in connection with such tender offer.

2. The Sponsor and Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 12 months (or up to 18 months if the Company elects to extend its time to complete a business combination as described in the Prospectus) months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation (the “Charter”), the Sponsor and Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and Insider agrees not to propose any amendment to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection with a Business Combination, or (ii) (A) the Company obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within such time set forth in the Charter

or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment 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 and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.

The Sponsor and Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or a stockholder vote to approve an amendment to the Charter to modify (i) the substance or timing of the ability of holders of Offering Shares to seek redemption in connection with a Business Combination or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within such time set forth in the Charter or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment 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 and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares, or in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insider and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).

3. During the period commencing on the date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). The Insider and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply (i) if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer or (ii) the forfeiture of any Founders Shares pursuant to their terms.

4. In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”); provided, however, that such indemnification of the Company by the Indemnitor shall (x) apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i)

$10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y) not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.

5. (a) The Underwriters acknowledge that Insider may become an officer or director of another special purpose acquisition company with a class of securities intended to be registered under the Exchange Act, even before the Company has entered into a definitive agreement regarding an initial Business Combination.

(b) The Sponsor and Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5(a), 6(b), and 8, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

6. (a) The Sponsor and Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the 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 Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).

(b) The Sponsor and Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).

(c) Notwithstanding the provisions set forth in paragraphs 6(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 6(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or (h) in the event of our liquidation, merger , capital stock exchange, reorganization or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein.

7. The Sponsor and Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. The Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.

8. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor, nor any officer or director of the Company nor any affiliate of any officer or director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).

9. The Sponsor and Insider has full right and power, without violating any agreement to which it, he or she is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the Company.

10. As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean (a) the 5,750,000 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor for an aggregate purchase price of $25,000, or $0.003 per share, prior to the consummation of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to 9,400,000 shares of Common Stock of the Company that the Sponsor purchased for an aggregate purchase price of $9,400,000 in the aggregate, or $1.00 per Warrant, in a private placement that occurred simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering were deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

11. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each officer and director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

12. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

13. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and Insider and their respective successors, heirs and assigns and permitted transferees.

14. Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.

15. This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

16. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

17. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.

18. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.

19. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that paragraph 4 of this Letter Agreement shall survive such liquidation.

21. The Company, the Sponsor and Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party beneficiary of this Letter Agreement.

[Signature Page Follows]

Sincerely,

 

DHIP NATURAL RESOURCES INVESTMENTS, LLC
By:  

/s/ Timothy Fisher

  Name: Timothy Fisher
  Title: Managing Partner

 

By:  

/s/ Jason Reeves

  Name: Jason Reeves
  Title: Director

 

Acknowledged and Agreed:
INTEGRATED RAIL AND RESOURCES ACQUISITION CORP.
By:  

/s/ Mark Michel

  Name: Mark Michel
  Title: Chief Executive Officer

[Signature Page to Letter Agreement]

EX-31.1 6 d453042dex311.htm EX-31.1 EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark A. Michel, certify that:

 

  1.

I have reviewed this Annual Report on Form 10-K of Integrated Rail and Resources 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 officer(s) 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 internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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; and

 

  b.

(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a));

 

  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 officer(s) 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 control over financial reporting.

 

Date: March 31, 2023       /s/ Mark A. Michel
     

 

Mark A. Michel

      Chief Executive Officer and Chairman
      (Principal Executive Officer)
 EX-31.2 7 d453042dex312.htm EX-31.2 EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Timothy J. Fisher, certify that:

 

  1.

I have reviewed this Annual Report on Form 10-K of Integrated Rail and Resources 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 officer(s) 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 internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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; and

 

  b.

(Paragraph omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a));

 

  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 officer(s) 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 control over financial reporting.

 

Date: March 31, 2023       /s/ Timothy J. Fisher
     

 

Timothy J. Fisher

      Vice Chairman, President and Chief Financial Officer
      (Principal Financial and Accounting Officer)
 EX-32.1 8 d453042dex321.htm EX-32.1 EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K for the period ending December 31, 2022 of Integrated Rail and Resources Acquisition Corp. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark A. Michel, Chief Executive Officer and Chairman of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: March 31, 2023       /s/ Mark A. Michel
     

 

Mark A. Michel

      Chief Executive Officer and Chairman
      (Principal Executive Officer)
 EX-32.2 9 d453042dex322.htm EX-32.2 EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K for the period ending December 31, 2022 of Integrated Rail and Resources Acquisition Corp. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy J. Fisher, Vice Chairman, President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: March 31, 2023       /s/ Timothy J. Fisher
     

 

Timothy J. Fisher

      Vice Chairman, President and Chief Financial Officer
      (Principal Financial and Accounting Officer)
 EX-101.SCH 10 irrx-20221231.xsd XBRL TAXONOMY EXTENSION SCHEMA 1001 - Document - Cover Page link:presentationLink link:definitionLink link:calculationLink 1002 - Statement - Balance Sheet link:presentationLink link:definitionLink link:calculationLink 1003 - Statement - Balance Sheet (Parenthetical) link:presentationLink link:definitionLink link:calculationLink 1004 - Statement - Statement of Operations link:presentationLink link:definitionLink link:calculationLink 1005 - Statement - Statement of Changes in Shareholders' Equity link:presentationLink link:definitionLink link:calculationLink 1006 - Statement - Statement of Cash Flows link:presentationLink link:definitionLink link:calculationLink 1007 - Disclosure - Description of Organization, Business Operations, and Liquidity link:presentationLink link:definitionLink link:calculationLink 1008 - Disclosure - Summary of Significant Accounting Policies link:presentationLink link:definitionLink link:calculationLink 1009 - Disclosure - Initial Public Offering link:presentationLink link:definitionLink link:calculationLink 1010 - Disclosure - Private Placement link:presentationLink link:definitionLink link:calculationLink 1011 - Disclosure - Related Party Transactions link:presentationLink link:definitionLink link:calculationLink 1012 - Disclosure - Commitments And Contingencies link:presentationLink link:definitionLink link:calculationLink 1013 - Disclosure - Warrant Liabilities link:presentationLink link:definitionLink link:calculationLink 1014 - Disclosure - Income Tax link:presentationLink link:definitionLink link:calculationLink 1015 - Disclosure - Stockholders' Equity link:presentationLink link:definitionLink link:calculationLink 1016 - Disclosure - Fair Value Measurements link:presentationLink link:definitionLink link:calculationLink 1017 - Disclosure - Subsequent Events link:presentationLink link:definitionLink link:calculationLink 1018 - Disclosure - Summary of Significant Accounting Policies (Policies) link:presentationLink link:definitionLink link:calculationLink 1019 - Disclosure - Summary of Significant Accounting Policies (Tables) link:presentationLink link:definitionLink link:calculationLink 1020 - Disclosure - Income Tax (Tables) link:presentationLink link:definitionLink link:calculationLink 1021 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:definitionLink link:calculationLink 1022 - Disclosure - Description of Organization, Business Operations, and Liquidity - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1023 - Disclosure - Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Detail) link:presentationLink link:definitionLink link:calculationLink 1024 - Disclosure - Summary of Significant Accounting Policies - Schedule Of Class A Common Stock Subject to Possible Redemption (Detail) link:presentationLink link:definitionLink link:calculationLink 1025 - Disclosure - Summary of Significant Accounting Policies - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1026 - Disclosure - Initial Public Offering - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1027 - Disclosure - Private Placement - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1028 - Disclosure - Related Party Transactions - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1029 - Disclosure - Commitments And Contingencies - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1030 - Disclosure - Warrant Liabilities - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1031 - Disclosure - Income Tax - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1032 - Disclosure - Income Tax - Summary of the Income Tax Provision (Detail) link:presentationLink link:definitionLink link:calculationLink 1033 - Disclosure - Income Tax - Summary of the Company's Net Deferred Tax Assets (Detail) link:presentationLink link:definitionLink link:calculationLink 1034 - Disclosure - Income Tax - Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Detail) link:presentationLink link:definitionLink link:calculationLink 1035 - Disclosure - Stockholders' Equity - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1036 - Disclosure - Fair Value Measurements - Summary of Information About the Company's Financial Assets and Liabilities that are Measured at Fair Value on A Recurring Basis (Detail) link:presentationLink link:definitionLink link:calculationLink 1037 - Disclosure - Fair Value Measurements - Summary of the Following Table Provides the Significant Inputs to the Independent Third-Party's Pricing Model for the Fair Value of the Private Placement Warrants (Detail) link:presentationLink link:definitionLink link:calculationLink 1038 - Disclosure - Fair Value Measurements - Summary of the Following Table Provides A Summary of the Changes in the Fair Value of the Company's Level 3 Financial Instruments that are Measured at Fair Value on A Recurring Basis (Detail) link:presentationLink link:definitionLink link:calculationLink 1039 - Disclosure - Fair Value Measurements - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink 1040 - Disclosure - Subsequent Events - Additional Information (Detail) link:presentationLink link:definitionLink link:calculationLink EX-101.CAL 11 irrx-20221231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 12 irrx-20221231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 13 irrx-20221231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE EX-101.PRE 14 irrx-20221231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE XML 15 R1.htm IDEA: XBRL DOCUMENT v3.23.1
Cover Page - USD ($)
 12 Months Ended
Dec. 31, 2022
Mar. 27, 2023
Jun. 30, 2022
Document Information [Line Items]      
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Dec. 31, 2022    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Entity Registrant Name Integrated Rail and Resources Acquisition Corp.    
Entity Central Index Key 0001854795    
Current Fiscal Year End Date --12-31    
Entity File Number 001-41048    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Shell Company true    
Entity Ex Transition Period false    
Entity Incorporation, State or Country Code DE    
Entity Address, Address Line One 400 W. Morse Boulevard, Suite 220    
Entity Address, City or Town Winter Park    
Entity Address, State or Province FL    
Entity Tax Identification Number 86-2581754    
Entity Address, Postal Zip Code 32789    
City Area Code 321    
Local Phone Number 972-1583    
ICFR Auditor Attestation Flag false    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Auditor Name Marcum LLP    
Auditor Firm ID 688    
Auditor Location Hartford, CT    
Entity Public Float     $ 229,310,000
Units [Member]      
Document Information [Line Items]      
Title of 12(b) Security Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant    
Trading Symbol IRRXU    
Security Exchange Name NYSE    
Common Class A [Member]      
Document Information [Line Items]      
Title of 12(b) Security Class A common stock, par value $0.0001 per share    
Trading Symbol IRRX    
Security Exchange Name NYSE    
Entity Common Stock, Shares Outstanding   13,844,082  
Common Class B [Member]      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   5,750,000  
Warrant [Member]      
Document Information [Line Items]      
Title of 12(b) Security Warrants    
Trading Symbol IRRXW    
Security Exchange Name NYSE    
XML 16 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Balance Sheet - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Current Assets    
Cash $ 54,173 $ 1,004,278
Prepaid Expense and Other Assets 433,578 409,084
Total Current Assets 487,751 1,413,362
Investments Held in Trust Account 237,537,270 232,302,620
Prepaid Expenses, Non-Current   357,949
Total Assets 238,025,021 234,073,931
Current liabilities    
Accounts Payable 84,488 20,000
Accrued Expenses 597,250 60,500
Accrued Offering Costs   36,352
Accrued Franchise Tax 70,685 161,694
Income Taxes Payable 341,854  
Due to Related Party   12,494
Total Current Liabilities 1,094,277 291,040
Deferred Income Taxes 260,225  
Warrant liabilities 2,926,000 11,922,400
Deferred Underwriting Fee Payable 8,050,000 8,050,000
Total Liabilities 12,330,502 20,263,440
Class A Common Stock Subject to Possible Redemption, 23,000,000 Shares at a Redemption Value of $10.31 and $10.10 per share at December 31, 2022 and 2021, respectively. 237,124,704 232,300,000
Stockholders' Deficit:    
Preference Shares $0.0001 Par Value; 1,000,000 Shares Authorized, No Shares Issued or Outstanding 0 0
Accumulated Deficit (11,430,760) (18,490,084)
Total Stockholders' Equity (11,430,185) (18,489,509)
Total Liabilities and Stockholders' Equity 238,025,021 234,073,931
Common Class A [Member]    
Current liabilities    
Class A Common Stock Subject to Possible Redemption, 23,000,000 Shares at a Redemption Value of $10.31 and $10.10 per share at December 31, 2022 and 2021, respectively. 237,124,704 232,300,000
Stockholders' Deficit:    
Common stock 0 0
Common Class B [Member]    
Stockholders' Deficit:    
Common stock $ 575 $ 575
XML 17 R3.htm IDEA: XBRL DOCUMENT v3.23.1
Balance Sheet (Parenthetical) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Preferred shares par or stated value per share $ 0.0001 $ 0.0001
Preferred shares authorised 1,000,000 1,000,000
Preferred shares issued 0 0
Preferred shares outstanding 0 0
Common Class A [Member]    
Common shares par or stated value per share $ 0.0001 $ 0.0001
Common shares authorised 100,000,000 100,000,000
Common shares issued 0 0
Common shares outstanding 0 0
Temporary Equity, Shares Outstanding 23,000,000 23,000,000
Temporary Equity, Par or Stated Value Per Share $ 10.31 $ 10.1
Common Class B [Member]    
Common shares par or stated value per share $ 0.0001  
Common shares authorised 10,000,000 10,000,000
Common shares issued 5,750,000 5,750,000
Common shares outstanding 5,750,000 5,750,000
XML 18 R4.htm IDEA: XBRL DOCUMENT v3.23.1
Statement of Operations - USD ($)
 10 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
EXPENSES    
Operating and Formation Expenses $ 434,274 $ 2,036,415
Loss from Operations (434,274) (2,036,415)
Other Income (Expense)    
Interest and income earned on Cash and Trust Investments 2,620 1,986,954
Unrealized gain on investments held in Trust   1,239,168
Offering costs allocable to warrant liabilities (1,061,386)  
Change in fair value of warrant liabilities (30,400) 8,996,400
Total Other Income (Expense) (1,089,166) 12,222,522
Income (Loss) before provision for income taxes (1,523,440) 10,186,107
Provision for income taxes 0 602,079
Net Income (Loss) (1,523,440) 9,584,028
Common Class A [Member]    
Other Income (Expense)    
Net Income (Loss) $ (609,376) $ 7,667,222
Weighted Average Number of Shares Outstanding, Basic 3,833,333 23,000,000
Weighted Average Number of Shares Outstanding, Diluted 3,833,333 23,000,000
Basic Net Income (Loss) Per Share $ (0.16) $ 0.33
Diluted Net Income (Loss) Per Share $ (0.16) $ 0.33
Common Class B [Member]    
Other Income (Expense)    
Net Income (Loss) $ (914,064) $ 1,916,806
Weighted Average Number of Shares Outstanding, Basic 5,750,000 5,750,000
Weighted Average Number of Shares Outstanding, Diluted 5,750,000 5,750,000
Basic Net Income (Loss) Per Share $ (0.16) $ 0.33
Diluted Net Income (Loss) Per Share $ (0.16) $ 0.33
Class A Redeemable Common Stock [Member]    
Other Income (Expense)    
Weighted Average Number of Shares Outstanding, Basic 3,833,333 23,000,000
Weighted Average Number of Shares Outstanding, Diluted 3,833,333 23,000,000
Class B Non Redeemable Common Stock [Member]    
Other Income (Expense)    
Weighted Average Number of Shares Outstanding, Basic 5,750,000 5,750,000
Weighted Average Number of Shares Outstanding, Diluted 5,750,000 5,750,000
XML 19 R5.htm IDEA: XBRL DOCUMENT v3.23.1
Statement of Changes in Shareholders' Equity - USD ($)
Total
Common Class A [Member]
Common Stock [Member]
Common Class A [Member]
Common Stock [Member]
Common Class B [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit [Member]
Beginning Balance at Mar. 11, 2021 $ 0   $ 0 $ 0 $ 0 $ 0
Beginning Balance (in shares) at Mar. 11, 2021     0 0    
Issuance of Class B Common Stock to Sponsor 25,000     $ 575 24,425  
Issuance of Class B Common Stock to Sponsor (in shares)       5,750,000    
Excess of fair value of Founder Shares Attributable to the Anchor Investors 11,675,823       11,675,823 0
Private Placement Proceeds Deposited in Trust Account (2,300,000)       (2,300,000) 0
Cash proceeds received in excess of fair value of Private Placement Warrants 3,948,000       3,948,000 0
Accretion/Remeasurement of Common Stock Subject to Redemption (30,314,892) $ (30,314,892)     (13,348,248) (16,966,644)
Net Income (Loss) (1,523,440)         (1,523,440)
Ending Balance at Dec. 31, 2021 (18,489,509)   $ 0 $ 575 0 (18,490,084)
Ending Balance (in shares) at Dec. 31, 2021     0 5,750,000    
Accretion/Remeasurement of Common Stock Subject to Redemption (4,824,704) $ (4,824,704)     (2,300,000) (2,524,704)
Proceeds from extension of business combination deadline from Sponsor 2,300,000       2,300,000  
Net Income (Loss) 9,584,028         9,584,028
Ending Balance at Dec. 31, 2022 $ (11,430,185)   $ 0 $ 575 $ 0 $ (11,430,760)
Ending Balance (in shares) at Dec. 31, 2022     0 5,750,000    
XML 20 R6.htm IDEA: XBRL DOCUMENT v3.23.1
Statement of Cash Flows - USD ($)
 10 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Cash Flows from Operating Activities:    
Net Income (Loss) $ (1,523,440) $ 9,584,028
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Offering Costs allocable to warrant liabilities 1,061,386  
Reinvested dividends on funds held in Trust Account (2,620) (1,986,491)
Unrealized Gain on Investments held in Trust Account   (1,239,168)
Deferred Income Taxes   260,225
Change in fair value of warrant liabilities 30,400 (8,996,400)
Changes in Operating Assets and Liabilities:    
Prepaid Expenses (767,033) 333,455
Accounts Payable 20,000 64,488
Accrued Expenses 60,500 536,750
Accrued Offering Costs 36,352 (36,352)
Accrued Franchise Tax 161,694 (91,009)
Income Taxes Payable   341,854
Due to Related Party 12,494 (12,494)
Net Cash Used In Operating Activities (910,267) (1,241,114)
Cash Flows from Investing Activities:    
Transfer of Funds Held in Trust for Payment of Franchise Tax   291,009
Investment of cash in Trust Account (232,300,000) (2,300,000)
Net Cash Provided by (Used In) Financing Activities (232,300,000) (2,008,991)
Cash Flows from Financing Activities:    
Proceeds from sale of Private Placement Warrants 9,400,000  
Payment to Underwriters (4,600,000)  
Payment of Offering Costs (610,455)  
Proceeds from extension of business combination deadline from Sponsor   2,300,000
Net Cash Provided by Financing Activities 234,214,545 2,300,000
Net Increase in Cash 1,004,278 (950,105)
Cash - Beginning of Period   1,004,278
Cash - End of Period 1,004,278 54,173
Supplemental Disclosure of Noncash Investing and Financing Activities:    
Initial Fair Value of Warrant Liabilities 11,892,000 0
Excess of Fair Value of Founder Shares Attributable to Anchor Investors 11,675,823 0
Deferred Underwriting fee payable 8,050,000 0
Remeasurement of Common Stock Subject to Redemption 0 4,824,704
Common Class A [Member]    
Cash Flows from Operating Activities:    
Net Income (Loss) (609,376) 7,667,222
Cash Flows from Financing Activities:    
Proceeds from sale of Common Stock 230,000,000  
Common Class B [Member]    
Cash Flows from Operating Activities:    
Net Income (Loss) (914,064) $ 1,916,806
Cash Flows from Financing Activities:    
Proceeds from sale of Common Stock $ 25,000  
XML 21 R7.htm IDEA: XBRL DOCUMENT v3.23.1
Description of Organization, Business Operations, and Liquidity
 12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Organization, Business Operations, and Liquidity
NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN
Integrated Rail and Resources Acquisition Corp. (the “
Company
”) is a blank check company incorporated as a Delaware corporation on March 12, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“
Business Combination
”).
As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from March 12, 2021 (inception) through December 31, 2022 related to the Company’s formation, its initial public offering (“
IPO
” or “
Initial Public Offering
”), which is described below, and, subsequent to the IPO, identifying a target company for an initial business combination.
The registration statement for the Company’s IPO was declared effective on November 11, 2021. On November 16, 2021, the Company consummated its IPO of 23,000,000 units (the “
Units
”), including the full exercise of the underwriters’ over-allotment option to purchase 3,000,000 Units. Each Unit consisted of one share of Class A common stock, par value $0.0001 per share, of the Company (the “Public Shares”) and
one-half
of one redeemable warrant, at $10.00 per Unit. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000, which is described in Note 3. Each Unit consists of one share of Class A Common Stock and
one-half
of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment.
Simultaneously with the closing of the IPO, the Company consummated the sale of 9,400,000 warrants (the “
Private Placement Warrants
”) at a price of $1.00 per Private Placement Warrant in a private placement to DHIP Natural Resources Investments, LLC (“
Sponsor
”), generating gross proceeds of $9,400,000, which is described in Note 4.
Transaction costs amounted to $24,917,410 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,675,823 for the excess fair value of founder shares (as defined in Note 5 below) attributable to the anchor investors (as described in Note 3), and $610,455 of other offering costs.
 
 
The Company had 12 months from the closing of the IPO on November 16, 2021 to consummate an initial Business Combination (until November 16, 2022). However, if the Company anticipates it may not be able to consummate an initial Business Combination within such 12 month period, the insiders or their affiliates may, but were not obligated to, extend the period of time to consummate a Business Combination up to two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination) by depositing into the trust account maintained by American Stock Transfer & Trust Company, acting as trustee, an amount of $0.10 per unit sold to the public in the IPO, $2,300,000, for each such three-month extension (resulting in a total deposit of $10.30 per public share sold in the event all two extensions are elected or an aggregate of $4,600,000, if the time to consummate a Business Combination is extended to a full 18 months). Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. In November 2022, the Sponsor deposited $
2,300,000
in to the trust account, as a capital contribution, to extend the deadline for an initial business combination three months to February 2023. Subsequent to the balance sheet date, a Special meeting of Stockholders held in February 2023 resulted in extension of the deadline to complete an initial business combination to
 March 
15, 2023 and allow the Company to further extend the date to consummate a business combination on a monthly basis up to five (5) times by an additional one month through August 15, 2023. In February 2023, our Sponsor deposited $
692,204
, as a capital contribution, into the Trust Account, to extend the deadline for an initial business combination one month to March 15, 2023. In March 2023, our Sponsor deposited $692,204, as a capital contribution, into the Trust Account, to extend the deadline for an initial business combination one month to April 15, 2023. (Note 11)
If the Company is unable to complete a Business Combination, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with an initial business combination. However, the Company will only complete a Business Combination if the post-transaction 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 1940, as amended, or the Investment Company Act.
 
 
Following the closing of the IPO on November 16, 2021, management agreed that an amount equal to at least $10.10 per Unit sold (or $232,300,000) in the Initial Public Offering and the proceeds of the Private Placement Warrants, would be held in a trust account (“Trust Account”) with American Stock Transfer & Trust Company, LLC acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 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, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The
per-share
amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). The Public Shares are recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.
 
 
The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001
upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation which was adopted by the Company upon the consummation of the Initial Public Offering, and was amended by certificate of amendment on February 9, 2023 (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”) will agree to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a business combination. In addition, the Initial Stockholders will agree to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a business combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor.
 
Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 
13
of the Securities Exchange Act of
1934
, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
15
% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.
The Company’s Sponsor, executive officers, directors and director nominees will agree not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment.
In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).
 
 
The Initial Stockholders will agree to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters will agree to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
 
 
Liquidity and Going Concern
At December 31, 2022, the Company had approximately $54,000 in cash and approximately $607,000 in working capital deficit.
The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and while the Company believes it has sufficient access to additional sources of capital, if necessary, there are no assurances that such additional capital will ultimately be available. In addition, the Company currently has less than 12 months from the date these financial statements were issued to complete a Business Combination and if the Company is unsuccessful in consummating an Initial Business Combination, it is required to liquidate and dissolve. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. The audited financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. See Note 11 regarding subsequent event for additional information on proxy filed for stockholder vote to extend the Combination Period.
Risks and Uncertainties
Management continues to evaluate 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 the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“
GAAP
”) and pursuant to the rules and regulations of the SEC.
XML 22 R8.htm IDEA: XBRL DOCUMENT v3.23.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies, but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
 
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. 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 and management believes the Company is not exposed to significant risks on such account.
 
 
Net Income (Loss) Per Common Share
Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the
two-class
method in calculating net income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value.
The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,900,000
shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The calculations of basic and diluted income (loss) per common share for the period from March 12, 2021 (inception) through December 31, 2021 exclude
s 750,000
shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (“over-allotment contingent shares”). As of December 31, 2022 and 2021 the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share 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):
 
 
  
 
 
  
 
 
  
For the Period From
 
 
  
 
 
  
 
 
  
March 12. 2021
 
 
  
For the Year Ended
 
  
(Inception) Through
 
 
  
December 31, 2022
 
  
December 31, 2021
 
 
  
Class A
 
  
Class B
 
  
Class A
 
  
Class B
 
Basic and diluted net income (loss) per common stock
  
  
  
  
Numerator:
  
  
  
  
Allocation of net income (loss)
    $ 7,667,222      $ 1,916,806      $ (609,376 )     $ (914,064 ) 
Denominator:
                                    
Basic and diluted weighted average common shares
      23,000,000        5,750,000        3,833,333        5,750,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income (loss) per common stock
    $ 0.33      $ 0.33      $ (0.16 )     $ (0.16 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
 
Class A Common Stock Subject to Possible Redemption
The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480,
Distinguished Liabilities from Equity.
Shares of common stock subject to redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.
At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The valuation of common stock subject to redemption includes the Company’s estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $100,000 since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders’ deficit section of the Company’s balance sheet. At December 31, 2022 and December 31, 2021, the Common Stock reflected in the balance sheets are reconciled in the following table:
 
Gross Proceeds
    $ 232,300,000  
Less:
         
Proceeds allocated to Public Warrants
      (6,440,000 ) 
Common Stock issuance costs
      (23,874,892 ) 
Plus:
         
Accretion of carrying value to redemption value
      30,314,892  
Class A Common stock subject to possible redemption, December 31, 2021
    $ 232,300,000  
Plus:
         
Remeasurement of Class A common stock subject to possible redemption
      4,824,704  
    
 
 
  
Class A Common stock subject to possible redemption, December 31, 2022
    $ 237,124,704  
    
 
 
  
 
 
Warrant Liabilities
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480,
Distinguished Liabilities from Equity
(“
ASC 480
”) and ASC 815,
Derivatives and Hedging
(“
ASC 815
”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional
paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a
non-cash
gain or loss on the statements of operations. The fair value of the Public Warrants (as defined in Note 7) and Private Placement Warrants was estimated using an independent third-party valuation.
 
 
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of ASC
340-10-S99-1
and SEC Staff Accounting bulletin Topic 5A –
Expenses of Offering.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the 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 $24,936,278 as a result of the IPO (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,675,823 for the excess fair value of founder shares attributable to the Anchor Investors, and $610,455 of other offering costs). The Company immediately expensed $1,061,386 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.
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 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 balance sheet 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.
 
 
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820,
Fair Value Measurement
(“
ASC 820
”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within the framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
The carrying amounts reflected in the balance sheet for cash, accounts payable, accrued expenses, accrued offering costs, investments held in trust account, and due to related party approximate fair value due to short-term nature.
Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.
Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs to the fair value measurement are determined using prices for recently traded
assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates,
assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
See Note 10 for additional information on assets and liabilities measured at fair value.
 
 
Stock-based Compensation
The transfer of the Founder Shares to independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date the financial statements were issued, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (uncles subsequently modified) less the amount initially received for the purchase of the Founders Shares.
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
no
unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Since the Company was incorporated on March 12, 2021, the evaluation was performed for the 2021 and 2022 tax years, which are the only periods subject to examination.
 
 
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
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 December 31, 2022 and 2021.
Investments Held in Trust Account
As of December 31, 2022, the Company had $237,537,270 of treasury bills, mutual funds, and cash funds held in the Trust Account. As of December 31, 2021, the Company had $232,300,000 of funds held in a money market account. During the year ended December 31, 2022 the Company used $291,009 of interest earned in the Trust Account to pay taxes.
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
 
 
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
XML 23 R9.htm IDEA: XBRL DOCUMENT v3.23.1
Initial Public Offering
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Initial Public Offering
NOTE 3 – INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A common stock and
one-half
of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A common stock at an exercise price of $11.50 per share, subject to adjustment.
Twelve anchor investors, none of whom is affiliated with any member of our management team, purchased an aggregate of 20,000,000 of the units sold in the Initial Public Offering. Further, each such anchor investor purchased a
pro-rata
portion of 1,515,160 founder shares offered to the anchor investors at $0.004 per share.
The Company considers the excess fair value of the Founder Shares issued to the anchor investors above the purchase price as offering costs and will reduce the gross proceeds by this amount. The Company has valued the excess fair value over consideration of the founder shares offered to the anchor investors at $11,675,823. The excess of the fair value over consideration of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and were allocated to stockholders’ equity and expenses upon the completion of the Initial Public Offering. The fair value of the shares was estimated to be $7.71 based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk free rate on the acquisition date, a discount for a lack of marketability and other variables.
XML 24 R10.htm IDEA: XBRL DOCUMENT v3.23.1
Private Placement
 12 Months Ended
Dec. 31, 2022
Private Placement [Abstract]  
Private Placement
NOTE 4 – PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,400,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant ($9.4 million in the aggregate).
Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Initial Public Offering to be held in the Trust Account such that at the time of closing $232,300,000 was to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be
non-redeemable
for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.
XML 25 R11.htm IDEA: XBRL DOCUMENT v3.23.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions
NOTE 5 – RELATED PARTY TRANSACTIONS
Founder Shares
On March 12, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 5,750,000 shares of Class B common stock (the “
Founder Shares
”). On April 5, 2021, the Sponsor transferred interests in 25,000 founder shares to each of Nathan Asplund, Rollin Bredenberg, Brian Feldott, and Edmund Underwood, Jr., our independent director nominees. In relation to the Initial Public Offering, an aggregate of 1,515,160 Founder Shares were cancelled by our Sponsor and transferred by us to our anchor investors in the IPO. On March 7, 2022, Nathan Asplund tendered the return of his interest in 25,000 Founder Shares in relation to his resignation from the Board of Directors and the Sponsor transferred an interest in 25,000 Founder Shares to Troy Welch, who was elected to the Board of Directors on March 4, 2022, to fill the vacancy.
The Company determined the fair value of the share-based compensation related to the transfer of shares, to the independent director nominees, based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk-free rate on the acquisition date, a discount for a lack of marketability and other variables. The value of the share-based compensation was $667,250 based on grant date fair value estimates of $6.63 and $6.80 at April 5, 2021 and March 7, 2022, respectively.
On November 15, 2022, the Company’s CEO Richard Bertel, CFO Christopher Bertel, Vice President Edmund Underwood, director Rollin Bredenberg, and director Troy Welch tendered their resignation from the Company. As a result of the resignations, the Sponsor assumed control of Class B common stock. The Company replaced the departed directors with Ronald Curt Copley, and Jason Reeves.
On December 22, 2022, and December 24, 2022, the Sponsor transferred 25,000 founder shares to Ronald Curt Copley and Jason Reeves, respectively, as independent director nominees. The Company determined the fair value of the share-based compensation related to the transfer of shares, to the independent director nominees, based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk-free rate on the acquisition date, a discount for a lack of marketability and other variables. The value of the share-based compensation was $74,637 based on grant date fair value estimates of $1.49 at both December 22, 2022, and December 24, 2022.
 
 
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 and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their common stock for cash, securities or other property.
Related Party Loans
On March 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for working capital purposes, legal expenses, consultants, advisors, initial public offering preparation, and other general corporate uses (the “
Note
”). The Note was
non-interest
bearing, unsecured and due on the earlier of December 31, 2021 or the closing of the Initial Public Offering. There were no borrowings against the Note during the period from March 12, 2021 (inception) through December 31, 2022, and any subsequent borrowings were repaid in full at the closing of the Initial Public Offering.
The Sponsor also agreed to loan the Company up to $1,500,000 to be used for working capital purposes through the earlier of December 31, 2021 or the closing of the Initial Public Offering. At March 25, 2022 the Sponsor has agreed to loan the Company up to $1,500,000 to be used for working capital purposes through April 1, 2023, as funds are necessary. Such loans would be
non-interest
bearing, unsecured, and will be repaid upon the consummation of a Business Combination. In the event that the Company does not consummate a Business Combination, all amounts loaned to the Company will be forgiven except to the extent that the Company has funds available to it, outside of its trust account established in connection with the IPO.
Subsequent to the balance sheet date, the Company entered into a Loan agreement with a related party for up to $600,000. See Note 11.
 
 
Administrative Services Agreement
The Company entered into an agreement commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the liquidation, that provides that the Company will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any
out-of-pocket
expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. During 2022, our Sponsor waived 2 months, or $20,000, of administrative fees. For the year ended December 31, 2022, and the period from March 12, 2021 (inception) through December 31, 2021, the Company recorded $100,000 and $10,000, respectively, related to the Administrative Services Agreement.
XML 26 R12.htm IDEA: XBRL DOCUMENT v3.23.1
Commitments And Contingencies
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments And Contingencies
NOTE 6 – COMMITMENTS & CONTINGENCIES
Registration and Stockholder 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 Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company paid an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, with an additional fee of $0.35 per unit, or approximately $8.05 million in the aggregate, payable to the underwriters for deferred underwriting commissions in relation to the Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
The Company accounted for the 20,900,000 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 9,400,000 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 statement of operations.
 
 
Warrants
— Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). 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 commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement.
If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60
th
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. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they 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” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Investment Banking Advisory Agreement
The Company has entered into an investment banking advisory service agreement pursuant to which fees will be paid upon the closing of an Acquisition during the term of the agreement through 24 months after the termination of the agreement. Fees will be charged at the greater of $4,250,000 or up to .65% of the Acquisition Value if the acquisition exceeds $900 Million. The investment banking advisory fees are contingent on both the consummation and the specific terms of an Initial Business Combination, neither of which can be reasonably predicted at this time. Accordingly, no accrual has been made for these arrangements in the financial statements.
XML 27 R13.htm IDEA: XBRL DOCUMENT v3.23.1
Warrant Liabilities
 12 Months Ended
Dec. 31, 2022
Warrant liabilities [Abstract]  
Warrant Liabilities
NOTE 7 – WARRANT LIABILITIES
The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of 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 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 prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be
non-redeemable
so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
 
 
Redemption of Warrants When the Price per 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):
 
  •  
in whole and not in part;
 
  •  
at a price of $0.01 per warrant;
 
  •  
upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and
 
  •  
the last sales price of the common stock reported has been at least $18.00 per share on each of twenty trading days within the thirty
trading-day
period ending on the third trading day prior to the date on which notice of the redemption for the Public Warrants is given.
The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering 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 throughout the
30-day
redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Company will use its commercially reasonable best efforts to register or qualify such shares of common stock under the blue sky laws to the extent an exemption is not available.
 
 
If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on its stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. 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 quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale 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 redemption is sent to the holders of warrants.
None of the private placement warrants will be redeemable by the Company so long as they are held by the sponsor, the affiliates of the sponsor, or its permitted transferees.
XML 28 R14.htm IDEA: XBRL DOCUMENT v3.23.1
Income Tax
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Income Tax
NOTE 8 – INCOME TAX
The income tax provision for the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021 consists of the following:
 
 
  
Year Ended

December 31,
2022
 
  
Period from

March 12, 2021

(inception)

through

December 31,
2021
 
Federal
                  
Current
    $ 341,854      $ —    
Deferred
      48,264        (90,648 ) 
State and Local
                  
Current
      —          —    
Deferred
      —          —    
Change in Valuation Allowance
      211,961        90,648  
    
 
 
     
 
 
  
Income Tax Provision
    $ 602,079      $ —    
    
 
 
     
 
 
  
The Company’s net deferred tax assets are as follows:
 
 
  
Year Ended

December 31,
2022
 
  
Period from

March 12, 2021

(inception)

through

December 31,
2021
 
Deferred tax assets (
l
iabilities)
                  
Organizational/Start-up
Costs
    $ 302,609      $ 57,242  
Unrealized Gains
      (260,225 )       —    
Business Combination Expenses
      —          —    
Net Operating Loss carryforward
      —          33,406  
    
 
 
     
 
 
  
Total Deferred Tax Assets
      42,384        90,648  
Valuation Allowance
      (302,609 )       (90,648 ) 
    
 
 
     
 
 
  
Deferred
tax liabilities, net of allowance
    $ (260,225 )     $ —    
    
 
 
     
 
 
  
As of December 31, 202
1
, the Company had $159,076 of U.S. federal net operating loss
 
carryovers available to offset taxable income.

 
 
In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in valuation allowance was $211,961.
A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:
 
 
  
Year Ended

December 31,
2022
 
 
Period from

March 12, 2021

(inception)

through

December 31,
2021
 
Statutory federal income tax rate
      21.00 %      21.00 % 
State taxes, net of federal tax benefit
      0.00 %      0.00 % 
Business Combination Costs
      1.38 %      0.00 % 
Permanent Difference - Warrant Issue Costs
      0.00 %      -14.63 % 
Permanent
Difference - Change in FV of Warrant
      -18.55 %      -0.42 % 
Valuation allowance
      2.08 %      -5.95 % 
    
 
 
    
 
 
  
Income tax provision
      5.91 %      0.00 % 
    
 
 
    
 
 
  
The Company files tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing
author
ities.
XML 29 R15.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders' Equity
 12 Months Ended
Dec. 31, 2022
Shareholders Equity [Abstract]  
Stockholders' Equity
NOTE 9 – STOCKHOLDERS’ EQUITY
Class
 A Common stock
— The Company is authorized to issue 100,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 23,000,000 shares of Class A common stock issued or outstanding, including 23,000,000 Class A common stock subject to possible redemption.
Class
 B Common stock
— The Company is authorized to issue 10,000,000 Class B common stock with a par value of $0.0001 per share. On December 31, 2022 and 2021, 5,750,000 Class B common stock were issued and outstanding, so that the Initial Stockholders and anchor investors collectively own 100% of the Company’s issued and outstanding shares of Class B common stock and 20% of all of the Company’s issued and outstanding common stock.
Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Except as described below, holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law.
The Class B common stock will automatically convert into Class A common stock, which such shares of Class A common stock delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an
as-converted
basis, 20% of the sum of (i) the total number of common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the shares of Class B common stock convert into Class A common stock at a rate of less than
one-to-one.
Preference Shares
— The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no preference shares issued or outstanding.
 
XML 30 R16.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements
NOTE 10 – FAIR VALUE MEASUREMENTS
The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description
  
Amount at Fair
Value
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
December 31, 2022
                                    
Assets
                                    
Investments held in Trust
    $ 237,537,270      $ 237,537,270                    
    
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities
                                    
Warrant Liability - Public Warrants
    $ 1,610,000      $ 1,610,000      $ —        $ —    
Warrant Liability - Private Placement Warrants
      1,316,000        —          —          1,316,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
Warrant Liabilities
    $ 2,926,000      $ —        $ —        $ 1,316,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
December 31, 2021
                                    
Assets
                                    
Investments held in Trust
    $ 232,302,620      $ 232,302,620      $ —        $ —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities
                                    
Warrant Liability - Public Warrants
    $ 6,555,000      $ —        $ —        $ 6,555,000  
Warrant Liability - Private Placement Warrants
      5,367,400        —          —           5,367,400  
    
 
 
     
 
 
     
 
 
     
 
 
  
Warrant Liabilities
    $ 11,922,400      $ —        $ —        $ 11,922,400  
    
 
 
     
 
 
     
 
 
     
 
 
  
 
 
At December 31, 2022 and 2021, the Company utilized an independent third party to value the Public and Private Warrants based upon a binomial options pricing model using Level 3 inputs. As of December 31, 2022 and 2021, the Company utilized quoted active market exchange trade pricing to value the Public Warrants (Level 1 inputs), and an independent third party to value the private warrants with a binomial options pricing model (Level 3 inputs). The changes in fair value are recognized in the unaudited statements of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the private warrants. The risk-free interest rate is based on the U.S. Treasury
zero-coupon
yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.
Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The Company transferred public warrants from Level 3 to Level 1 during the year ended December 31, 2022, as they began actively trading on January 3, 2022.
 
 
Investments Held in Trust
At December 31, 2022 and 2021, the Company held $237,537,270 and $232,302,620, respectively, of Investments in Trust Account at fair value in a fund invested in United States Treasury instruments (the “Fund”). In April 2022, the Company redeemed the assets in the Fund and purchased $232,971,000 of Short Term Treasury Bill bonds that matured in August 2022 at a discounted cost basis of $232,275,978. In August 2022, the Company redeemed the assets in the Fund and purchased $233,983,000 of Short-Term Treasury Bill Bonds that matured in November 2022 at a discounted costs basis of $232,768,960. In November 2022, the Company redeemed the assets in the Fund and purchased $238,282,000 of Short-Term Treasury Bill Bonds that mature in February 2023 at a discounted cost basis of $236,285,079. In accordance with ASC 320 Investments – Debt and Equity Securities, the Company accounts for the investments as trading securities and measures the investments at fair value with unrealized holding gains and losses included in Other Income in the statement of operations. At December 31, 2022, the fair value of the Investments Held in Trust was $237,537,270 as recognized on the balance sheet (a Level 1 fair value). As of December 31, 2022 the Company recognized $1,239,168 of unrealized holding gains in the Statement of Operations.
 
 
Warrant Liabilities
The following table provides the significant inputs to the independent third-party’s pricing model for the fair value of the Private Placement Warrants:
 
    
At December 31,
2022
    
At December 31,
2021
  
Share Price
    $ 10.30     $ 9.77  
Exercise Price
    $ 11.50     $ 11.50  
Years to Expiration
      5.13       5.62  
Volatility
      3.40 %      10.00 % 
Risk-Free Rate
      3.91 %      1.31 % 
Dividend Yield
      0.00 %      0.00 % 
Fair Value of warrants
    $ 0.140     $ 0.571  
The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:
 
    
Warrant
Liabilities
  
Fair Value at Jan
u
ary 1, 2022
    $ 5,367,400  
Change in Fair Value
      (4,051,400 ) 
    
 
 
  
Fair Value at December 31, 2022
    $ 1,316,000  
    
 
 
  
XML 31 R17.htm IDEA: XBRL DOCUMENT v3.23.1
Subsequent Events
 12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
Subsequent Events
NOTE 11 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the financial statement were issued.
As filed in a Form
8-K
filing on January 20, 2023, the Company issued an unsecured promissory note to Trident Point 2, LLC, a related party through common ownership, pursuant to which the Company is entitled to borrow up to an aggregate principal amount of $600,000 in order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination. All unpaid principal under the Note will be due and payable in full on the earlier of August 15, 2023 and the date on which the Company consummates an initial business combination. Trident Point 2 will have the option at any time prior to August 15, 2023 to convert amounts outstanding, up to $600,000, into warrants to purchase the Company’s shares of Class A common stock at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s IPO. As of the date of this report, the Company has borrowed $400,000 on the promissory note.
On February 8, 2023, the Company held a Special Meeting of Stockholders to vote on an “Extension Amendment Proposal”, “Trust Amendment Proposal”, and “Adjournment Proposal” to extend the deadline to complete an initial business combination to March 15, 2023 and allow the Company without a stockholder vote, to further extend the date to consummate a business combination on a monthly basis up to five (5) times by an additional one month, through August 15, 2023. The stockholders voted in favor on the proposals. As a result of the vot
e, 9,155,918 shares were redeemed by the Stockholders requiring a payment of $94,489,074 from the funds held in Trust; 13,844,082 shares remain available for possible redemption. In February 2023, the Sponsor deposited, as a
loan
, $
692,204
into the Trust Account to extend the deadline to consummate a business combination to March 15, 2023. In March 2023, the Sponsor deposited, as a
loan
, $692,204 into the Trust Account to extend the deadline to consummate a business combination to April 15, 2023.
XML 32 R18.htm IDEA: XBRL DOCUMENT v3.23.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Emerging Growth Company
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies, but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.
 
 
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. 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 and management believes the Company is not exposed to significant risks on such account.
Net Income (Loss) Per Common Share
Net Income (Loss) Per Common Share
Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the
two-class
method in calculating net income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value.
The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,900,000
shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The calculations of basic and diluted income (loss) per common share for the period from March 12, 2021 (inception) through December 31, 2021 exclude
s 750,000
shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (“over-allotment contingent shares”). As of December 31, 2022 and 2021 the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share 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):
 
 
  
 
 
  
 
 
  
For the Period From
 
 
  
 
 
  
 
 
  
March 12. 2021
 
 
  
For the Year Ended
 
  
(Inception) Through
 
 
  
December 31, 2022
 
  
December 31, 2021
 
 
  
Class A
 
  
Class B
 
  
Class A
 
  
Class B
 
Basic and diluted net income (loss) per common stock
  
  
  
  
Numerator:
  
  
  
  
Allocation of net income (loss)
    $ 7,667,222      $ 1,916,806      $ (609,376 )     $ (914,064 ) 
Denominator:
                                    
Basic and diluted weighted average common shares
      23,000,000        5,750,000        3,833,333        5,750,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income (loss) per common stock
    $ 0.33      $ 0.33      $ (0.16 )     $ (0.16 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
Class A Common Stock Subject to Possible Redemption
Class A Common Stock Subject to Possible Redemption
The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480,
Distinguished Liabilities from Equity.
Shares of common stock subject to redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.
At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The valuation of common stock subject to redemption includes the Company’s estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $100,000 since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders’ deficit section of the Company’s balance sheet. At December 31, 2022 and December 31, 2021, the Common Stock reflected in the balance sheets are reconciled in the following table:
 
Gross Proceeds
    $ 232,300,000  
Less:
         
Proceeds allocated to Public Warrants
      (6,440,000 ) 
Common Stock issuance costs
      (23,874,892 ) 
Plus:
         
Accretion of carrying value to redemption value
      30,314,892  
Class A Common stock subject to possible redemption, December 31, 2021
    $ 232,300,000  
Plus:
         
Remeasurement of Class A common stock subject to possible redemption
      4,824,704  
    
 
 
  
Class A Common stock subject to possible redemption, December 31, 2022
    $ 237,124,704  
    
 
 
  
Warrant Liabilities
Warrant Liabilities
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480,
Distinguished Liabilities from Equity
(“
ASC 480
”) and ASC 815,
Derivatives and Hedging
(“
ASC 815
”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional
paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a
non-cash
gain or loss on the statements of operations. The fair value of the Public Warrants (as defined in Note 7) and Private Placement Warrants was estimated using an independent third-party valuation.
Offering Costs associated with the Initial Public Offering
Offering Costs associated with the Initial Public Offering
The Company complies with the requirements of ASC
340-10-S99-1
and SEC Staff Accounting bulletin Topic 5A –
Expenses of Offering.
Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the 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 $24,936,278 as a result of the IPO (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,675,823 for the excess fair value of founder shares attributable to the Anchor Investors, and $610,455 of other offering costs). The Company immediately expensed $1,061,386 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.
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 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 balance sheet 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.
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 FASB ASC Topic 820,
Fair Value Measurement
(“
ASC 820
”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within the framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances.
The carrying amounts reflected in the balance sheet for cash, accounts payable, accrued expenses, accrued offering costs, investments held in trust account, and due to related party approximate fair value due to short-term nature.
Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges.
Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs to the fair value measurement are determined using prices for recently traded
assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates,
assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.
See Note 10 for additional information on assets and liabilities measured at fair value.
Stock-based Compensation
Stock-based Compensation
The transfer of the Founder Shares to independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date the financial statements were issued, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (uncles subsequently modified) less the amount initially received for the purchase of the Founders Shares.
Income Taxes
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not
to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
no
unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Since the Company was incorporated on March 12, 2021, the evaluation was performed for the 2021 and 2022 tax years, which are the only periods subject to examination.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
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 December 31, 2022 and 2021.
Investments Held in the Trust Account
Investments Held in Trust Account
As of December 31, 2022, the Company had $237,537,270 of treasury bills, mutual funds, and cash funds held in the Trust Account. As of December 31, 2021, the Company had $232,300,000 of funds held in a money market account. During the year ended December 31, 2022 the Company used $291,009 of interest earned in the Trust Account to pay taxes.
Inflation Reduction Act of 2022
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
 
 
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
XML 33 R19.htm IDEA: XBRL DOCUMENT v3.23.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Schedule of Basic and Diluted Net Income (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):
 
 
  
 
 
  
 
 
  
For the Period From
 
 
  
 
 
  
 
 
  
March 12. 2021
 
 
  
For the Year Ended
 
  
(Inception) Through
 
 
  
December 31, 2022
 
  
December 31, 2021
 
 
  
Class A
 
  
Class B
 
  
Class A
 
  
Class B
 
Basic and diluted net income (loss) per common stock
  
  
  
  
Numerator:
  
  
  
  
Allocation of net income (loss)
    $ 7,667,222      $ 1,916,806      $ (609,376 )     $ (914,064 ) 
Denominator:
                                    
Basic and diluted weighted average common shares
      23,000,000        5,750,000        3,833,333        5,750,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
Basic and diluted net income (loss) per common stock
    $ 0.33      $ 0.33      $ (0.16 )     $ (0.16 ) 
    
 
 
     
 
 
     
 
 
     
 
 
  
Schedule Of Class A Common Stock Subject to Possible Redemption At December 31, 2022 and December 31, 2021, the Common Stock reflected in the balance sheets are reconciled in the following table:
 
Gross Proceeds
    $ 232,300,000  
Less:
         
Proceeds allocated to Public Warrants
      (6,440,000 ) 
Common Stock issuance costs
      (23,874,892 ) 
Plus:
         
Accretion of carrying value to redemption value
      30,314,892  
Class A Common stock subject to possible redemption, December 31, 2021
    $ 232,300,000  
Plus:
         
Remeasurement of Class A common stock subject to possible redemption
      4,824,704  
    
 
 
  
Class A Common stock subject to possible redemption, December 31, 2022
    $ 237,124,704  
    
 
 
  
XML 34 R20.htm IDEA: XBRL DOCUMENT v3.23.1
Income Tax (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Summary of the Income Tax Provision
The income tax provision for the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021 consists of the following:
 
 
  
Year Ended

December 31,
2022
 
  
Period from

March 12, 2021

(inception)

through

December 31,
2021
 
Federal
                  
Current
    $ 341,854      $ —    
Deferred
      48,264        (90,648 ) 
State and Local
                  
Current
      —          —    
Deferred
      —          —    
Change in Valuation Allowance
      211,961        90,648  
    
 
 
     
 
 
  
Income Tax Provision
    $ 602,079      $ —    
    
 
 
     
 
 
  
Summary of the Company's Net Deferred Tax Assets
The Company’s net deferred tax assets are as follows:
 
 
  
Year Ended

December 31,
2022
 
  
Period from

March 12, 2021

(inception)

through

December 31,
2021
 
Deferred tax assets (
l
iabilities)
                  
Organizational/Start-up
Costs
    $ 302,609      $ 57,242  
Unrealized Gains
      (260,225 )       —    
Business Combination Expenses
      —          —    
Net Operating Loss carryforward
      —          33,406  
    
 
 
     
 
 
  
Total Deferred Tax Assets
      42,384        90,648  
Valuation Allowance
      (302,609 )       (90,648 ) 
    
 
 
     
 
 
  
Deferred
tax liabilities, net of allowance
    $ (260,225 )     $ —    
    
 
 
     
 
 
  
Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate
A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:
 
 
  
Year Ended

December 31,
2022
 
 
Period from

March 12, 2021

(inception)

through

December 31,
2021
 
Statutory federal income tax rate
      21.00 %      21.00 % 
State taxes, net of federal tax benefit
      0.00 %      0.00 % 
Business Combination Costs
      1.38 %      0.00 % 
Permanent Difference - Warrant Issue Costs
      0.00 %      -14.63 % 
Permanent
Difference - Change in FV of Warrant
      -18.55 %      -0.42 % 
Valuation allowance
      2.08 %      -5.95 % 
    
 
 
    
 
 
  
Income tax provision
      5.91 %      0.00 % 
    
 
 
    
 
 
  
XML 35 R21.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]
The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
 
Description
  
Amount at Fair
Value
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
December 31, 2022
                                    
Assets
                                    
Investments held in Trust
    $ 237,537,270      $ 237,537,270                    
    
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities
                                    
Warrant Liability - Public Warrants
    $ 1,610,000      $ 1,610,000      $ —        $ —    
Warrant Liability - Private Placement Warrants
      1,316,000        —          —          1,316,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
Warrant Liabilities
    $ 2,926,000      $ —        $ —        $ 1,316,000  
    
 
 
     
 
 
     
 
 
     
 
 
  
December 31, 2021
                                    
Assets
                                    
Investments held in Trust
    $ 232,302,620      $ 232,302,620      $ —        $ —    
    
 
 
     
 
 
     
 
 
     
 
 
  
Liabilities
                                    
Warrant Liability - Public Warrants
    $ 6,555,000      $ —        $ —        $ 6,555,000  
Warrant Liability - Private Placement Warrants
      5,367,400        —          —           5,367,400  
    
 
 
     
 
 
     
 
 
     
 
 
  
Warrant Liabilities
    $ 11,922,400      $ —        $ —        $ 11,922,400  
    
 
 
     
 
 
     
 
 
     
 
 
  
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]
Warrant Liabilities
The following table provides the significant inputs to the independent third-party’s pricing model for the fair value of the Private Placement Warrants:
 
    
At December 31,
2022
    
At December 31,
2021
  
Share Price
    $ 10.30     $ 9.77  
Exercise Price
    $ 11.50     $ 11.50  
Years to Expiration
      5.13       5.62  
Volatility
      3.40 %      10.00 % 
Risk-Free Rate
      3.91 %      1.31 % 
Dividend Yield
      0.00 %      0.00 % 
Fair Value of warrants
    $ 0.140     $ 0.571  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]
The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:
 
    
Warrant
Liabilities
  
Fair Value at Jan
u
ary 1, 2022
    $ 5,367,400  
Change in Fair Value
      (4,051,400 ) 
    
 
 
  
Fair Value at December 31, 2022
    $ 1,316,000  
    
 
 
  
XML 36 R22.htm IDEA: XBRL DOCUMENT v3.23.1
Description of Organization, Business Operations, and Liquidity - Additional Information (Detail) - USD ($)
 10 Months Ended 12 Months Ended
Nov. 16, 2021
Nov. 11, 2021
Dec. 31, 2021
Dec. 31, 2022
Aug. 15, 2023
Mar. 31, 2023
Feb. 28, 2023
Nov. 30, 2022
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Date of incorporation       Mar. 12, 2021        
Proceeds from initial public offer gross   $ 232,300,000            
Total transaction costs associated with initial public offering   24,917,410            
Deferred underwriting fees payable   8,050,000            
Excess fair value of founder shares attributable to anchor investors   11,675,823            
Other offering costs   $ 610,455            
Term of restricted investments   185 days            
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax       80.00%        
Payment of cash underwriting discount   $ 4,600,000            
Temporary equity redemption price per share       $ 10.1        
Percentage of public shareholding to be redeemed in case of non occurrence of business combination       100.00%        
Estimated amount of expenses payable on dissolution       $ 100,000        
Per share amount to be maintained in the trust account for redemption       $ 10.1        
Percentage of the public shares redeemable in case business combination is not consummated       100.00%        
Cash     $ 1,004,278 $ 54,173        
Threshold period from the closing of initial public offering to consummate an initial business combination       12 months        
Extended Period to consummate a buiness combination for each time       3 months        
Total period including extended from the closing of initial public offering to consummate an initial business combination       18 months        
Per unit amount to be maintained in trust account       $ 0.1        
Per share amount elected in the event of period extension       $ 10.3        
Common shares par or stated value per share $ 0.0001              
Due to Related Parties, Current     12,494          
Business Combination [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Equity method investment ownership percentage       50.00%        
Subsequent Event [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Common shares par or stated value per share         $ 11.5      
Post Business Combination Net Worth Requirement to Effect Business Combination [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Networth needed post business combination       $ 5,000,001        
Common Class A [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Sale of stock issue price per share 11.5              
Proceeds from initial public offer gross     $ 232,300,000          
Warrant exercise price $ 11.5              
Common shares par or stated value per share     $ 0.0001 $ 0.0001        
Sponsor [Member] | Three months to February 2023 [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Due to Related Parties, Current               $ 2,300,000
Sponsor [Member] | Subsequent Event [Member] | One month to March 15, 2023 [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Due to Related Parties, Current             $ 692,204  
Sponsor [Member] | Subsequent Event [Member] | One month to April 15, 2023 [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Due to Related Parties, Current           $ 692,204    
IPO [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Shares issued during the period new issues shares 23,000,000              
Sale of stock issue price per share $ 10 $ 10.1            
Proceeds from initial public offer gross $ 230,000,000 $ 232,300,000            
Excess fair value of founder shares attributable to anchor investors       $ 11,675,823        
Other offering costs       610,455        
Class of warrants or rights issue price per warrant $ 10.1              
Term of restricted investments 185 days              
Cash       54,000        
Working Capital       $ 607,000        
Warrant exercise price $ 11.5              
IPO [Member] | Common Class A [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Percentage of the public shareholding eligible for transfer without restriction       15.00%        
Over-Allotment Option [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Shares issued during the period new issues shares 3,000,000              
Over-Allotment Option [Member] | Overallotment Exercised In Full Two [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Threshold amount to be maintained in trust account if underwriters overallotment exercised in full       $ 2,300,000        
Over-Allotment Option [Member] | Elected Period Of Extension Two [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Threshold amount to be maintained in elected time period of extension if underwriters overallotment exercised in full       $ 4,600,000        
Private Placement [Member]                
Organization Consolidation And Presentation Of Financial Statements [Line Items]                
Shares issued during the period new issues shares 9,400,000              
Class of warrants or rights number of warrants issued during the period 9,400,000              
Class of warrants or rights issue price per warrant $ 1              
Proceeds from issue of warrants $ 9,400,000              
XML 37 R23.htm IDEA: XBRL DOCUMENT v3.23.1
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($)
 10 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Numerator:    
Allocation of net income (loss) $ (1,523,440) $ 9,584,028
Common Class A [Member]    
Numerator:    
Allocation of net income (loss) $ (609,376) $ 7,667,222
Denominator:    
Weighted Average Number of Shares Outstanding, Basic 3,833,333 23,000,000
Weighted Average Number of Shares Outstanding, Diluted 3,833,333 23,000,000
Basic Net Income (Loss) Per Share $ (0.16) $ 0.33
Diluted Net Income (Loss) Per Share $ (0.16) $ 0.33
Common Class B [Member]    
Numerator:    
Allocation of net income (loss) $ (914,064) $ 1,916,806
Denominator:    
Weighted Average Number of Shares Outstanding, Basic 5,750,000 5,750,000
Weighted Average Number of Shares Outstanding, Diluted 5,750,000 5,750,000
Basic Net Income (Loss) Per Share $ (0.16) $ 0.33
Diluted Net Income (Loss) Per Share $ (0.16) $ 0.33
XML 38 R24.htm IDEA: XBRL DOCUMENT v3.23.1
Summary of Significant Accounting Policies - Schedule Of Class A Common Stock Subject to Possible Redemption (Detail) - USD ($)
 10 Months Ended 12 Months Ended
Nov. 11, 2021
Dec. 31, 2021
Dec. 31, 2022
Temporary Equity Disclosure [Abstract]      
Gross Proceeds $ 232,300,000    
Remeasurement of Class A common stock subject to possible redemption   $ 30,314,892 $ 4,824,704
Class A Common stock subject to possible redemption   232,300,000 237,124,704
Common Class A [Member]      
Temporary Equity Disclosure [Abstract]      
Gross Proceeds   232,300,000  
Proceeds allocated to Public Warrants   (6,440,000)  
Common Stock issuance costs   (23,874,892)  
Remeasurement of Class A common stock subject to possible redemption   30,314,892 4,824,704
Class A Common stock subject to possible redemption   $ 232,300,000 $ 237,124,704
XML 39 R25.htm IDEA: XBRL DOCUMENT v3.23.1
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)
 10 Months Ended 12 Months Ended
Nov. 11, 2021
Dec. 31, 2021
Dec. 31, 2022
Aug. 16, 2022
Summary Of Significant Accounting Policies [Line Items]        
Cash insured with federal insurance corporation     $ 250,000  
Cash equivalents   $ 0 0  
Adjustments To Additional Paid In Capital Excess Fair Value Of Founder Shares $ 11,675,823      
Other Offering Costs $ 610,455      
Offering Costs Allocable to Warrant Liabilities   1,061,386    
Investments Held in Trust Account   232,302,620 237,537,270  
Dissolution Expense     100,000  
Investment Income, Interest     $ 291,009  
Excise tax rate       1.00%
Money Market Funds, at Carrying Value   $ 232,300,000    
Common Stock [Member]        
Summary Of Significant Accounting Policies [Line Items]        
Weighted Average Number Diluted Shares Outstanding Adjustment     20,900,000  
IPO [Member]        
Summary Of Significant Accounting Policies [Line Items]        
Total transaction costs incurred in connection with initial public offering     $ 24,936,278  
Underwriting discount     4,600,000  
Deferred underwriting discount non current     8,050,000  
Adjustments To Additional Paid In Capital Excess Fair Value Of Founder Shares     11,675,823  
Other Offering Costs     610,455  
Offering Costs Allocable to Warrant Liabilities     $ 1,061,386  
Common Class A [Member]        
Summary Of Significant Accounting Policies [Line Items]        
Common shares subject to possible redemption   23,000,000 23,000,000  
Common Class B [Member]        
Summary Of Significant Accounting Policies [Line Items]        
Number of shares forfeited during the period.   1,515,160    
Common Class B [Member] | Over-Allotment Option [Member]        
Summary Of Significant Accounting Policies [Line Items]        
Number of shares forfeited during the period.   750,000    
XML 40 R26.htm IDEA: XBRL DOCUMENT v3.23.1
Initial Public Offering - Additional Information (Detail) - USD ($)
Nov. 16, 2021
Dec. 31, 2022
Nov. 11, 2021
Subsidiary, Sale of Stock [Line Items]      
Estimated fair value of the shares   $ 7.71  
Anchor Investment [Member]      
Subsidiary, Sale of Stock [Line Items]      
Excess Fair Value Over Consideration of the Offered Shares Offered To The Anchor Investors $ 11,675,823    
Common Class A [Member]      
Subsidiary, Sale of Stock [Line Items]      
Sale of stock issue price per share $ 11.5    
Founder Shares [Member] | Anchor Investment [Member]      
Subsidiary, Sale of Stock [Line Items]      
Shares issued during the period new issues shares 1,515,160    
Shares issued price per share $ 0.004    
IPO [Member]      
Subsidiary, Sale of Stock [Line Items]      
Shares issued during the period new issues shares 23,000,000    
Sale of stock issue price per share $ 10   $ 10.1
IPO [Member] | Anchor Investment [Member]      
Subsidiary, Sale of Stock [Line Items]      
Shares issued during the period new issues shares 20,000,000    
Over-Allotment Option [Member]      
Subsidiary, Sale of Stock [Line Items]      
Shares issued during the period new issues shares 3,000,000    
XML 41 R27.htm IDEA: XBRL DOCUMENT v3.23.1
Private Placement - Additional Information (Detail) - USD ($)
 10 Months Ended
Nov. 16, 2021
Nov. 11, 2021
Dec. 31, 2021
Disclosure Of Private Placement [Line Items]      
Proceeds from issuance of private placement     $ 9,400,000
Proceeds from initial public offer gross   $ 232,300,000  
Common Class A [Member]      
Disclosure Of Private Placement [Line Items]      
Class of warrants or rights number of securities called by each warrant or right 1    
Class of warrants or rights exercise price of warrants or rights $ 11.5    
Proceeds from initial public offer gross     $ 232,300,000
Private Placement [Member]      
Disclosure Of Private Placement [Line Items]      
Shares issued during the period new issues shares 9,400,000    
Shares Issued, Price Per Share $ 1    
Proceeds from issuance of private placement $ 9,400,000    
XML 42 R28.htm IDEA: XBRL DOCUMENT v3.23.1
Related Party Transactions - Additional Information (Detail) - USD ($)
 2 Months Ended 4 Months Ended 10 Months Ended 12 Months Ended
Feb. 08, 2023
Jan. 20, 2023
Dec. 24, 2022
Dec. 22, 2022
Mar. 07, 2022
Apr. 05, 2021
Mar. 12, 2021
May 04, 2022
Jun. 30, 2021
Dec. 31, 2021
Dec. 31, 2022
Mar. 25, 2022
Related Party Transaction [Line Items]                        
Stock issued during period value new issues                   $ 25,000    
Maximum borrowing capacity of related party promissory note             $ 300,000          
Debt Instrument, Face Amount                     $ 1,500,000  
Share-based compensation arrangement by share-based payment award, options, grants in period, gross     74,637 74,637             667,250  
Share-based compensation arrangement by share-based payment award options grants date fair value     $ 1.49 $ 1.49   $ 6.63   $ 6.8        
Subsequent Event [Member]                        
Related Party Transaction [Line Items]                        
Stock Called the During Period, Shares 9,155,918                      
Proceeds from Related Party Debt   $ 600,000                    
Administrative Support Agreement [Member]                        
Related Party Transaction [Line Items]                        
Related Party Transaction, Selling, General and Administrative expenses from transactions with related party                   10,000 $ 100,000  
Due to related party                   $ 10,000    
Sponsor [Member]                        
Related Party Transaction [Line Items]                        
Stock issued during period value new issues             25,000          
Waived period                     2 months  
Waiver of administrative fees                     $ 20,000  
Sponsor [Member] | Working Capital Loans [Member]                        
Related Party Transaction [Line Items]                        
Additional committed fund amount by related party for working capital deficiencies or finance transaction costs                       $ 1,500,000
Common Class B [Member]                        
Related Party Transaction [Line Items]                        
Number of shares forfeited during the period.                   1,515,160    
Founder Shares [Member] | Sponsor [Member]                        
Related Party Transaction [Line Items]                        
Stock issued during period value new issues             $ 5,750,000          
Issuance of ordinary shares to Sponsor           25,000            
Threshold period for not to transfer assign or sale of shares or warrants after completion of initial business combination                 1 year      
Transfer assign or sell any shares or warrants after completion of initial business combination stock price trigger                 $ 12      
Transfer assign or sell any shares or warrants after completion of initial business combination threshold trading days                 20 days      
Threshold period after business combination in which specified trading days within any specified trading day period commences                 150 days      
Founder Shares [Member] | Sponsor [Member] | Nathan Asplund [Member]                        
Related Party Transaction [Line Items]                        
Stock issued during the period for services value         $ 25,000              
Stock Called the During Period, Shares         25,000              
Founder Shares [Member] | Sponsor [Member] | Maximum [Member]                        
Related Party Transaction [Line Items]                        
Transfer assign or sell any shares or warrants after completion of initial business combination threshold consecutive trading days                 30 days      
Founder Shares [Member] | Ronald Curt Copley [Member]                        
Related Party Transaction [Line Items]                        
Issuance of ordinary shares to Sponsor       25,000                
Founder Shares [Member] | Jason Reeves [Member]                        
Related Party Transaction [Line Items]                        
Issuance of ordinary shares to Sponsor     25,000                  
XML 43 R29.htm IDEA: XBRL DOCUMENT v3.23.1
Commitments And Contingencies - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
shares
Class of warrants or rights warrants issued during the period units | shares 20,900,000
Threshold Business Days After The Closing Of Business Combination Make Efforts To File With SEC For Effective Registration 20 days
Number Of Days From Which Warrants Become Exercisable After The Completion Of A Business Combination 30 days
Public Warrants [Member]  
Class of warrants or rights warrants issued during the period units | shares 11,500,000
Private placement warrant [Member]  
Class of warrants or rights warrants issued during the period units | shares 9,400,000
Underwriting Agreement [Member]  
Underwriting Discount Per Unit | $ / shares $ 0.2
Underwriting Discount Value $ 4,600,000
Underwriting Commission Per Unit | $ / shares $ 0.35
Underwriting Commission $ 8,050,000.00
Investment Banking Advisory Agreement [Member]  
Contingent fee expected to be charged, Amount $ 4,250,000
Contingent fee expected to be charged, Percentage of the Acquisition Value 65.00%
Acquisition value $ 900,000,000
XML 44 R30.htm IDEA: XBRL DOCUMENT v3.23.1
Warrant Liabilities - Additional Information (Detail) - $ / shares
 10 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Nov. 16, 2021
Number of days after the consummation of business combination for warrants to be excercised 30 days    
Number of trading days for determning the excercie price of warrants 10 days    
Share Price Trigerring The Redemption Of Warrants One [Member]      
Share Price   $ 18  
Class of warrants or rights redemption price per unit   $ 0.01  
Minimum notice period to be given to holders of warrants prior to redemption   30 days  
Public Warrants [Member]      
Class of warrants or rights exercise price of warrants or rights   $ 11.5  
Public Warrants [Member] | Share Price Trigerring The Redemption Of Warrants One [Member]      
Share Price   18  
Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member]      
Shares issued price per share   $ 9.2  
Adjusted Percentage Of Exercise Price Of Warrants   115.00%  
Share Price   $ 18  
Adjusted percentage of redemption trigger price of shares 180.00%    
Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | Minimum [Member]      
Percentage of proceeds from equity issuance used or to be used for business combination 60.00%    
Common Class A [Member]      
Class of warrants or rights exercise price of warrants or rights     $ 11.5
Common Class A [Member] | Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member]      
Number of trading days for determining the volume weighted average share price 20 days    
Volume weighted average share price   9.20%  
XML 45 R31.htm IDEA: XBRL DOCUMENT v3.23.1
Income Tax - Additional Information (Detail) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Line Items]    
Change in valuation allowance $ 211,961  
Domestic Tax Authority [Member]    
Income Tax Disclosure [Line Items]    
Operating loss carryovers   $ 159,076
XML 46 R32.htm IDEA: XBRL DOCUMENT v3.23.1
Income Tax - Summary of the Income Tax Provision (Detail) - USD ($)
 10 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Federal    
Current $ 0 $ 341,854
Deferred (90,648) 48,264
State and Local    
Current 0 0
Deferred 0 0
Change in valuation allowance 90,648 211,961
Income Tax Provision $ 0 $ 602,079
XML 47 R33.htm IDEA: XBRL DOCUMENT v3.23.1
Income Tax - Summary of the Company's Net Deferred Tax Assets (Detail) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Deferred tax assets (liabilities)    
Organizational/Start-up Costs $ 302,609 $ 57,242
Unrealized Gains (260,225)
Business Combination Expenses
Net Operating Loss carryforward 33,406
Total Deferred Tax Assets 42,384 90,648
Valuation Allowance (302,609) (90,648)
Deferred tax liabilities, net of allowance $ (260,225)
XML 48 R34.htm IDEA: XBRL DOCUMENT v3.23.1
Income Tax - Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Detail)
 10 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Schedule of Effective Income Tax Rate Reconciliation [Abstract]    
Statutory federal income tax rate 21.00% 21.00%
State taxes, net of federal tax benefit 0.00% 0.00%
Business Combination Costs 0.00% 1.38%
Permanent Difference - Warrant Issue Costs (14.63%) 0.00%
Permanent Difference - Change in FV of Warrant (0.42%) (18.55%)
Valuation allowance (5.95%) 2.08%
Income tax provision 0.00% 5.91%
XML 49 R35.htm IDEA: XBRL DOCUMENT v3.23.1
Stockholders' Equity - Additional Information (Detail) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Nov. 16, 2021
Common shares par or stated value per share     $ 0.0001
Preferred shares authorised 1,000,000 1,000,000  
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001  
Preferred Stock, Shares Outstanding 0 0  
Common Class A [Member]      
Common shares authorised 100,000,000 100,000,000  
Common shares par or stated value per share $ 0.0001 $ 0.0001  
Common shares issued 0 0  
Common shares outstanding 0 0  
Percent of convertible share to outstanding shares 20.00%    
Common shares subject to possible redemption 23,000,000 23,000,000  
Common Class A [Member] | Subject To Possible Redemption [Member]      
Common shares subject to possible redemption 23,000,000 23,000,000  
Common Class B [Member]      
Common shares authorised 10,000,000 10,000,000  
Common shares par or stated value per share $ 0.0001    
Common shares issued 5,750,000 5,750,000  
Common shares outstanding 5,750,000 5,750,000  
XML 50 R36.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements - Summary of Information About the Company's Financial Assets and Liabilities that are Measured at Fair Value on A Recurring Basis (Detail) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held in Trust $ 237,537,270 $ 232,302,620
Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held in Trust 237,537,270 232,302,620
Fair Value, Recurring [Member] | Warrant [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial Liabilities Fair Value Disclosure 2,926,000 11,922,400
Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial Liabilities Fair Value Disclosure 1,610,000 6,555,000
Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial Liabilities Fair Value Disclosure 1,316,000 5,367,400
Level 1 [Member] | Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held in Trust 237,537,270 232,302,620
Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial Liabilities Fair Value Disclosure 0 0
Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial Liabilities Fair Value Disclosure 1,610,000 0
Level 1 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial Liabilities Fair Value Disclosure 0 0
Level 2 [Member] | Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held in Trust   0
Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial Liabilities Fair Value Disclosure 0 0
Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial Liabilities Fair Value Disclosure 0 0
Level 2 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial Liabilities Fair Value Disclosure 0 0
Level 3 [Member] | Fair Value, Recurring [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Investments held in Trust   0
Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial Liabilities Fair Value Disclosure 1,316,000 11,922,400
Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Public Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial Liabilities Fair Value Disclosure 0 6,555,000
Level 3 [Member] | Fair Value, Recurring [Member] | Warrant [Member] | Private Placement Warrants [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Financial Liabilities Fair Value Disclosure $ 1,316,000 $ 5,367,400
XML 51 R37.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements - Summary of the Following Table Provides the Significant Inputs to the Independent Third-Party's Pricing Model for the Fair Value of the Private Placement Warrants (Detail) - Warrant [Member] - Private Placement Warrants [Member]
Dec. 31, 2022
$ / shares
yr
Dec. 31, 2021
$ / shares
yr
Share Price    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 10.3 9.77
Exercise Price    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 11.5 11.5
Years to Expiration    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input | yr 5.13 5.62
Volatility    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 3.4 10
Risk-Free Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 3.91 1.31
Dividend Yield    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 0 0
Fair Value of warrants    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrants and Rights Outstanding, Measurement Input 0.14 0.571
XML 52 R38.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements - Summary of the Following Table Provides A Summary of the Changes in the Fair Value of the Company's Level 3 Financial Instruments that are Measured at Fair Value on A Recurring Basis (Detail)
 12 Months Ended
Dec. 31, 2022
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Unrealized Gain (Loss) on Investments
Private Placement Warrants [Member]  
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]  
Fair Value at Janaury 1, 2022 $ 5,367,400
Change in Fair Value (4,051,400)
Fair Value at December 31, 2022 $ 1,316,000
XML 53 R39.htm IDEA: XBRL DOCUMENT v3.23.1
Fair Value Measurements - Additional Information (Detail) - USD ($)
 1 Months Ended
Nov. 30, 2022
Aug. 31, 2022
Apr. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Amortized cost of the Investments Held in Trust       $ 237,537,270  
Level 1 [Member]          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Investments in Trust Account at fair value       1,239,168  
United States Treasury Instrument [Member]          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Investments in Trust Account at fair value       237,537,270 $ 232,302,620
Short Term Treasury Bill Bond [Member]          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Short Term Treasury Bill bond purchased $ 238,282,000 $ 233,983,000 $ 232,971,000    
Maturity date February 2023 November 2022 August 2022    
Discounted cost basis $ 236,285,079 $ 232,768,960   $ 232,275,978  
XML 54 R40.htm IDEA: XBRL DOCUMENT v3.23.1
Subsequent Events - Additional Information (Detail)
Aug. 15, 2023
USD ($)
$ / shares
Feb. 08, 2023
USD ($)
shares
Jan. 20, 2023
USD ($)
Mar. 31, 2023
USD ($)
Feb. 28, 2023
USD ($)
Dec. 31, 2022
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Nov. 16, 2021
$ / shares
Subsequent Event [Line Items]                
Common stock par value or stated value per share | $ / shares               $ 0.0001
Due to Related Party             $ 12,494  
Subsequent Event [Member]                
Subsequent Event [Line Items]                
Proceeds from Related Party Debt     $ 600,000          
Debt Instrument, Convertible, Number of Equity Instruments 600,000              
Common stock par value or stated value per share | $ / shares $ 11.5              
Stock Redeemed or Called During Period, Shares | shares   9,155,918            
Assets Held-in-trust   $ 94,489,074            
Share available for possible redemption | shares   13,844,082            
Subsequent Event [Member] | Promissory Note [Member]                
Subsequent Event [Line Items]                
Due to Related Parties $ 400,000              
Subsequent Event [Member] | Sponsor [Member] | One month to March 15, 2023 [Member]                
Subsequent Event [Line Items]                
Due to Related Party         $ 692,204      
Subsequent Event [Member] | Sponsor [Member] | One month to April 15, 2023 [Member]                
Subsequent Event [Line Items]                
Due to Related Party       $ 692,204        
Common Class A [Member]                
Subsequent Event [Line Items]                
Common stock par value or stated value per share | $ / shares           $ 0.0001 $ 0.0001  
Common Class A [Member] | Subsequent Event [Member]                
Subsequent Event [Line Items]                
Debt Instrument, Convertible, Conversion Price | $ / shares $ 1              
XML 55 d453042d10k_htm.xml IDEA: XBRL DOCUMENT 0001854795 2022-01-01 2022-12-31 0001854795 2021-03-12 2021-12-31 0001854795 2022-12-31 0001854795 2021-12-31 0001854795 2021-11-11 2021-11-11 0001854795 2021-11-11 0001854795 2021-03-12 0001854795 2022-06-30 0001854795 2021-11-16 0001854795 2022-08-16 0001854795 2022-12-22 2022-12-22 0001854795 2022-12-24 2022-12-24 0001854795 2021-04-05 2021-04-05 0001854795 2022-03-04 2022-05-04 0001854795 2021-03-11 0001854795 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-03-12 2021-12-31 0001854795 us-gaap:AdditionalPaidInCapitalMember 2021-03-12 2021-12-31 0001854795 us-gaap:CommonClassAMember 2021-03-12 2021-12-31 0001854795 us-gaap:CommonClassBMember 2021-03-12 2021-12-31 0001854795 us-gaap:RetainedEarningsMember 2021-03-12 2021-12-31 0001854795 irrx:AdministrativeSupportAgreementMember 2021-03-12 2021-12-31 0001854795 srt:MinimumMember irrx:PublicWarrantsMember irrx:ProspectiveEventTrigeeringAdjustmentToExercisePriceOfWarrantsMember 2021-03-12 2021-12-31 0001854795 irrx:PublicWarrantsMember us-gaap:CommonClassAMember irrx:ProspectiveEventTrigeeringAdjustmentToExercisePriceOfWarrantsMember 2021-03-12 2021-12-31 0001854795 us-gaap:CommonClassBMember us-gaap:OverAllotmentOptionMember 2021-03-12 2021-12-31 0001854795 irrx:ClassARedeemableCommonStockMember 2021-03-12 2021-12-31 0001854795 irrx:ClassBNonRedeemableCommonStockMember 2021-03-12 2021-12-31 0001854795 irrx:UnderwritingAgreementMember 2022-01-01 2022-12-31 0001854795 us-gaap:CapitalUnitsMember 2022-01-01 2022-12-31 0001854795 us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001854795 us-gaap:WarrantMember 2022-01-01 2022-12-31 0001854795 irrx:AdministrativeSupportAgreementMember 2022-01-01 2022-12-31 0001854795 irrx:PublicWarrantsMember us-gaap:CommonClassAMember irrx:ProspectiveEventTrigeeringAdjustmentToExercisePriceOfWarrantsMember 2022-01-01 2022-12-31 0001854795 irrx:SharePriceTrigerringTheRedemptionOfWarrantsOneMember 2022-01-01 2022-12-31 0001854795 us-gaap:OverAllotmentOptionMember irrx:OverallotmentExercisedInFullTwoMember 2022-01-01 2022-12-31 0001854795 us-gaap:OverAllotmentOptionMember irrx:ElectedPeriodOfExtensionTwoMember 2022-01-01 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember 2022-01-01 2022-12-31 0001854795 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001854795 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001854795 us-gaap:CommonClassBMember 2022-01-01 2022-12-31 0001854795 us-gaap:IPOMember 2022-01-01 2022-12-31 0001854795 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001854795 irrx:ClassARedeemableCommonStockMember 2022-01-01 2022-12-31 0001854795 irrx:ClassBNonRedeemableCommonStockMember 2022-01-01 2022-12-31 0001854795 irrx:PublicWarrantsMember 2022-01-01 2022-12-31 0001854795 irrx:PrivatePlacementWarrantMember 2022-01-01 2022-12-31 0001854795 irrx:SponsorMember 2022-01-01 2022-12-31 0001854795 us-gaap:IPOMember 2021-11-16 2021-11-16 0001854795 us-gaap:OverAllotmentOptionMember 2021-11-16 2021-11-16 0001854795 us-gaap:IPOMember irrx:AnchorInvestmentMember 2021-11-16 2021-11-16 0001854795 irrx:FounderSharesMember irrx:AnchorInvestmentMember 2021-11-16 2021-11-16 0001854795 us-gaap:PrivatePlacementMember 2021-11-16 2021-11-16 0001854795 us-gaap:IPOMember 2021-11-16 0001854795 us-gaap:CommonClassAMember 2021-11-16 0001854795 us-gaap:PrivatePlacementMember 2021-11-16 0001854795 irrx:FounderSharesMember irrx:AnchorInvestmentMember 2021-11-16 0001854795 irrx:AnchorInvestmentMember 2021-11-16 0001854795 us-gaap:IPOMember 2021-11-11 2021-11-11 0001854795 us-gaap:IPOMember 2021-11-11 0001854795 us-gaap:CommonClassAMember 2022-12-31 0001854795 us-gaap:CommonClassBMember 2022-12-31 0001854795 irrx:BusinessCombinationMember 2022-12-31 0001854795 irrx:PostBusinessCombinationNetWorthRequirementToEffectBusinessCombinationMember 2022-12-31 0001854795 us-gaap:CommonClassAMember us-gaap:IPOMember 2022-12-31 0001854795 irrx:PublicWarrantsMember 2022-12-31 0001854795 irrx:PublicWarrantsMember irrx:ProspectiveEventTrigeeringAdjustmentToExercisePriceOfWarrantsMember 2022-12-31 0001854795 irrx:SharePriceTrigerringTheRedemptionOfWarrantsOneMember 2022-12-31 0001854795 irrx:PublicWarrantsMember irrx:SharePriceTrigerringTheRedemptionOfWarrantsOneMember 2022-12-31 0001854795 us-gaap:IPOMember 2022-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001854795 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001854795 irrx:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2022-12-31 0001854795 irrx:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2022-12-31 0001854795 irrx:PublicWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2022-12-31 0001854795 irrx:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2022-12-31 0001854795 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2022-12-31 0001854795 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2022-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2022-12-31 0001854795 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputSharePriceMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputExercisePriceMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputExpectedTermMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputPriceVolatilityMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember irrx:FairValueMember 2022-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputExpectedDividendRateMember 2022-12-31 0001854795 irrx:SubjectToPossibleRedemptionMember us-gaap:CommonClassAMember 2022-12-31 0001854795 irrx:InvestmentBankingAdvisoryAgreementMember 2022-12-31 0001854795 irrx:UnitedStatesTreasuryInstrumentMember 2022-12-31 0001854795 us-gaap:FairValueInputsLevel1Member 2022-12-31 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-12-31 0001854795 us-gaap:CommonClassAMember 2021-12-31 0001854795 us-gaap:CommonClassBMember 2021-12-31 0001854795 irrx:AdministrativeSupportAgreementMember 2021-12-31 0001854795 irrx:PublicWarrantsMember irrx:ProspectiveEventTrigeeringAdjustmentToExercisePriceOfWarrantsMember 2021-12-31 0001854795 us-gaap:DomesticCountryMember 2021-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2021-12-31 0001854795 irrx:PublicWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2021-12-31 0001854795 irrx:PublicWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2021-12-31 0001854795 irrx:PublicWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2021-12-31 0001854795 irrx:PublicWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2021-12-31 0001854795 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2021-12-31 0001854795 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2021-12-31 0001854795 us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2021-12-31 0001854795 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:WarrantMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputSharePriceMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputExpectedTermMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputExercisePriceMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputPriceVolatilityMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember us-gaap:MeasurementInputExpectedDividendRateMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember us-gaap:WarrantMember irrx:FairValueMember 2021-12-31 0001854795 irrx:SubjectToPossibleRedemptionMember us-gaap:CommonClassAMember 2021-12-31 0001854795 irrx:UnitedStatesTreasuryInstrumentMember 2021-12-31 0001854795 irrx:SponsorMember 2021-03-12 2021-03-12 0001854795 irrx:SponsorMember irrx:FounderSharesMember 2021-03-12 2021-03-12 0001854795 irrx:SponsorMember irrx:FounderSharesMember 2021-04-05 2021-04-05 0001854795 irrx:NathanAsplundMember irrx:SponsorMember irrx:FounderSharesMember 2022-03-07 2022-03-07 0001854795 irrx:SponsorMember irrx:FounderSharesMember 2021-03-12 2021-06-30 0001854795 srt:MaximumMember irrx:SponsorMember irrx:FounderSharesMember 2021-03-12 2021-06-30 0001854795 irrx:WorkingCapitalLoansMember irrx:SponsorMember 2022-03-25 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-08-31 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-11-30 0001854795 irrx:SponsorMember irrx:ThreeMonthsToFebruaryTwoThousandAndTwentyThreeMember 2022-11-30 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-04-01 2022-04-30 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-08-01 2022-08-31 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-11-01 2022-11-30 0001854795 irrx:SponsorMember us-gaap:SubsequentEventMember irrx:OneMonthToAprilFifteenthTwoThousandAndTwentyThreeMember 2023-03-31 0001854795 irrx:RonaldCurtCopleyMember irrx:FounderSharesMember 2022-12-22 2022-12-22 0001854795 irrx:JasonReevesMember irrx:FounderSharesMember 2022-12-24 2022-12-24 0001854795 us-gaap:SubsequentEventMember 2023-01-20 2023-01-20 0001854795 us-gaap:SubsequentEventMember 2023-08-15 2023-08-15 0001854795 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2023-08-15 0001854795 us-gaap:SubsequentEventMember 2023-08-15 0001854795 irrx:PromissoryNoteMember us-gaap:SubsequentEventMember 2023-08-15 0001854795 us-gaap:SubsequentEventMember 2023-02-08 2023-02-08 0001854795 us-gaap:SubsequentEventMember 2023-02-08 0001854795 irrx:SponsorMember us-gaap:SubsequentEventMember irrx:OneMonthToMarchFifteenthTwoThousandAndTwentyThreeMember 2023-02-28 0001854795 irrx:ShortTermTreasuryBillBondMember 2022-04-30 0001854795 us-gaap:CommonClassAMember 2023-03-27 0001854795 us-gaap:CommonClassBMember 2023-03-27 0001854795 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-03-11 0001854795 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-03-11 0001854795 us-gaap:AdditionalPaidInCapitalMember 2021-03-11 0001854795 us-gaap:RetainedEarningsMember 2021-03-11 0001854795 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001854795 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001854795 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001854795 us-gaap:RetainedEarningsMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember 2021-12-31 0001854795 irrx:PrivatePlacementWarrantsMember 2022-12-31 0001854795 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-12-31 0001854795 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-12-31 0001854795 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001854795 us-gaap:RetainedEarningsMember 2022-12-31 iso4217:USD shares pure utr:Day utr:Month utr:Year iso4217:USD shares utr:Y false FY 0001854795 FL 10-K true 2022-12-31 --12-31 2022 false 001-41048 Integrated Rail and Resources Acquisition Corp. DE 86-2581754 400 W. Morse Boulevard, Suite 220 Winter Park 32789 321 972-1583 Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant IRRXU NYSE Class A common stock, par value $0.0001 per share IRRX NYSE Warrants IRRXW NYSE No No Yes Yes Non-accelerated Filer true true false false true 229310000 13844082 5750000 http://fasb.org/us-gaap/2022#UnrealizedGainLossOnInvestments 688 Marcum LLP Hartford, CT 54173 1004278 433578 409084 487751 1413362 237537270 232302620 357949 238025021 234073931 84488 20000 597250 60500 36352 70685 161694 341854 12494 1094277 291040 260225 2926000 11922400 8050000 8050000 12330502 20263440 23000000 23000000 10.31 10.1 237124704 232300000 0.0001 0.0001 100000000 100000000 0 0 0 0 23000000 23000000 0 0 0.0001 0.0001 10000000 10000000 5750000 5750000 5750000 5750000 575 575 0.0001 0.0001 1000000 1000000 0 0 0 0 0 0 -11430760 -18490084 -11430185 -18489509 238025021 234073931 2036415 434274 -2036415 -434274 1986954 2620 1239168 1061386 -8996400 30400 12222522 -1089166 -10186107 1523440 602079 9584028 -1523440 23000000 23000000 3833333 3833333 0.33 0.33 -0.16 -0.16 5750000 5750000 5750000 5750000 0.33 0.33 -0.16 -0.16 0 0 0 0 0 0 0 5750000 575 24425 25000 11675823 0 11675823 -2300000 0 -2300000 3948000 0 3948000 13348248 16966644 30314892 -1523440 -1523440 0 0 5750000 575 0 -18490084 -18489509 2300000 2300000 2300000 2524704 4824704 9584028 9584028 0 0 5750000 575 0 -11430760 -11430185 9584028 -1523440 1061386 1986491 2620 1239168 260225 -8996400 30400 -333455 767033 64488 20000 536750 60500 -36352 36352 -91009 161694 341854 -12494 12494 -1241114 -910267 291009 2300000 232300000 -2008991 -232300000 230000000 9400000 4600000 25000 2300000 610455 2300000 234214545 -950105 1004278 1004278 54173 1004278 0 11892000 0 11675823 0 8050000 4824704 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND GOING CONCERN</div></div></div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Integrated Rail and Resources Acquisition Corp. (the “<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Company</div></div>”) is a blank check company incorporated as a Delaware corporation on March 12, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Business Combination</div></div>”). </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As of December 31, 2022, the Company had not yet commenced operations. All activity for the period from March 12, 2021 (inception) through December 31, 2022 related to the Company’s formation, its initial public offering (“<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">IPO</div></div>” or “<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Initial Public Offering</div></div>”), which is described below, and, subsequent to the IPO, identifying a target company for an initial business combination. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The registration statement for the Company’s IPO was declared effective on November 11, 2021. On November 16, 2021, the Company consummated its IPO of 23,000,000 units (the “<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Units</div></div>”), including the full exercise of the underwriters’ over-allotment option to purchase 3,000,000 Units. Each Unit consisted of one share of Class A common stock, par value $0.0001 per share, of the Company (the “Public Shares”) and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-half</div> of one redeemable warrant, at $10.00 per Unit. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000, which is described in Note 3. Each Unit consists of one share of Class A Common Stock and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-half</div> of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Simultaneously with the closing of the IPO, the Company consummated the sale of 9,400,000 warrants (the “<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Private Placement Warrants</div></div>”) at a price of $1.00 per Private Placement Warrant in a private placement to DHIP Natural Resources Investments, LLC (“<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Sponsor</div></div>”), generating gross proceeds of $9,400,000, which is described in Note 4. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Transaction costs amounted to $24,917,410 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,675,823 for the excess fair value of founder shares (as defined in Note 5 below) attributable to the anchor investors (as described in Note 3), and $610,455 of other offering costs. </div><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;;text-indent: 0px;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">The Company had 12 months from the closing of the IPO on November 16, 2021 to consummate an initial Business Combination (until November 16, 2022). However, if the Company anticipates it may not be able to consummate an initial Business Combination within such 12 month period, the insiders or their affiliates may, but were not obligated to, extend the period of time to consummate a Business Combination up to two times by an additional three months each time (for a total of up to 18 months to complete a Business Combination) by depositing into the trust account maintained by American Stock Transfer &amp; Trust Company, acting as trustee, an amount of $0.10 per unit sold to the public in the IPO, $2,300,000, for each such three-month extension (resulting in a total deposit of $10.30 per public share sold in the event all two extensions are elected or an aggregate of $4,600,000, if the time to consummate a Business Combination is extended to a full 18 months). Public stockholders will not be offered the opportunity to vote on or redeem their shares in connection with any such extension. In November 2022, the Sponsor deposited $<div style="letter-spacing: 0px; top: 0px;;display:inline;">2,300,000</div> in to the trust account, as a capital contribution, to extend the deadline for an initial business combination three months to February 2023. Subsequent to the balance sheet date, a Special meeting of Stockholders held in February 2023 resulted in extension of the deadline to complete an initial business combination to<div style="letter-spacing: 0px; top: 0px;;display:inline;"> March </div>15, 2023 and allow the Company to further extend the date to consummate a business combination on a monthly basis up to five (5) times by an additional one month through August 15, 2023. In February 2023, our Sponsor deposited $<div style="letter-spacing: 0px; top: 0px;;display:inline;">692,204</div>, as a capital contribution, into the Trust Account, to extend the deadline for an initial business combination one month to March 15, 2023. In March 2023, our Sponsor deposited $692,204, as a capital contribution, into the Trust Account, to extend the deadline for an initial business combination one month to April 15, 2023. (Note 11) </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">If the Company is unable to complete a Business Combination, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">per-share</div> 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 and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with an initial business combination. However, the Company will only complete a Business Combination if the post-transaction 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 1940, as amended, or the Investment Company Act. </div><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;;text-indent: 0px;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center;text-indent: 0px;"/> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Following the closing of the IPO on November 16, 2021, management agreed that an amount equal to at least $10.10 per Unit sold (or $232,300,000) in the Initial Public Offering and the proceeds of the Private Placement Warrants, would be held in a trust account (“Trust Account”) with American Stock Transfer &amp; Trust Company, LLC acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2a-7</div> promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company will provide its holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">per-share</div> amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). The Public Shares are recorded at a redemption value and classified as temporary equity, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;;text-indent: 0px;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 <div style="color: rgb(0, 0, 0); font-family: &quot;Times New Roman&quot;; font-size: 13.3333px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: left; text-indent: 0px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; background-color: rgb(255, 255, 255); text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important; top: 0px;;display:inline;">upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation which was adopted by the Company upon the consummation of the Initial Public Offering, and was amended by certificate of amendment on February 9, 2023 (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.</div> </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Stockholders”) will agree to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a business combination. In addition, the Initial Stockholders will agree to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a business combination. In addition, the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;;text-indent: 0px;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center;text-indent: 0px;"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Notwithstanding the foregoing, the Company’s Amended and Restated Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section </div>13<div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> of the Securities Exchange Act of </div>1934<div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of </div>15<div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.</div></div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company’s Sponsor, executive officers, directors and director nominees will agree not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses). </div><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Initial Stockholders will agree to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters will agree to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. </div><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Liquidity and Going Concern </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">At December 31, 2022, the Company had approximately $54,000 in cash and approximately $607,000 in working capital deficit. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and while the Company believes it has sufficient access to additional sources of capital, if necessary, there are no assurances that such additional capital will ultimately be available. In addition, the Company currently has less than 12 months from the date these financial statements were issued to complete a Business Combination and if the Company is unsuccessful in consummating an Initial Business Combination, it is required to liquidate and dissolve. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">2014-15,</div> “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these financial statements were issued. The audited financial statements do not include any adjustments that might result from the outcome of this uncertainty. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period. See Note 11 regarding subsequent event for additional information on proxy filed for stockholder vote to extend the Combination Period. </div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Risks and Uncertainties </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">Management continues to evaluate the impact of the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">COVID-19</div> 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 the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. </div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basis of Presentation </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;">The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">GAAP</div></div>”) and pursuant to the rules and regulations of the SEC. </div> 2021-03-12 23000000 3000000 0.0001 10 10 230000000 11.5 9400000 1 9400000 24917410 4600000 8050000 11675823 610455 P12M P3M P18M 0.1 2300000 10.3 4600000 2300000 692204 692204 100000 0.80 0.50 10.1 10.1 232300000 P185D P185D 10.1 5000001 0.15 1 1 100000 10.1 54000 607000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES </div></div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Emerging Growth Company </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-emerging</div> growth companies, but any such election to opt out is irrevocable. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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. </div></div><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Use of Estimates </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. </div></div><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div></div></div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Concentration of Credit Risk </div></div></div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 and management believes the Company is not exposed to significant risks on such account. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></div></div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net Income (Loss) Per Common Share </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">two-class</div> method in calculating net income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. </div></div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,900,000 <div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The calculations of basic and diluted income (loss) per common share for the period from March 12, 2021 (inception) through December 31, 2021 exclude</div></div>s 750,000 <div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (“over-allotment contingent shares”). As of December 31, 2022 and 2021 the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. </div></div></div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></div></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 55%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Period From</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">March 12. 2021</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Year Ended</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(Inception) Through</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2022</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted net income (loss) per common stock</div></div></div> </td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Numerator:</div></div></div></div> </td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Allocation of net income (loss)</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">7,667,222</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,916,806</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(609,376</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(914,064</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Denominator:</div></div></div> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Basic and diluted weighted average common shares</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">23,000,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,750,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3,833,333</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,750,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Basic and diluted net income (loss) per common stock</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.33</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.33</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(0.16</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(0.16</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="clear:both;max-height:0pt;;text-indent: 0px;"/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="margin-top: 8pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;; text-align: center;"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></div></div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A Common Stock Subject to Possible Redemption </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Distinguished Liabilities from Equity. </div></div>Shares of common stock subject to redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. </div></div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The valuation of common stock subject to redemption includes the Company’s estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $100,000 since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders’ deficit section of the Company’s balance sheet. At December 31, 2022 and December 31, 2021, the Common Stock reflected in the balance sheets are reconciled in the following table: </div> <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:68%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:83%"/> <td style="vertical-align:bottom;width:4%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Gross Proceeds</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">232,300,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Less:</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Proceeds allocated to Public Warrants</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(6,440,000</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Common Stock issuance costs</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(23,874,892</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Plus:</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Accretion of carrying value to redemption value</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">30,314,892</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Class A Common stock subject to possible redemption, December 31, 2021</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">232,300,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Plus:</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; background-color: rgb(204, 238, 255); width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Remeasurement of Class A common stock subject to possible redemption</div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 4%;">  </td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgb(204, 238, 255);"> </td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgb(204, 238, 255);;text-align:right;">4,824,704</td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgb(204, 238, 255);"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 83%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 4%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> </tr> <tr style="break-inside: avoid; font-family: &quot;Times New Roman&quot;; font-size: 10pt;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0); width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Class A Common stock subject to possible redemption, December 31, 2022</div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 4%;">  </td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">$</td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgba(255, 255, 255, 0);;text-align:right;">237,124,704</td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 83%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 4%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> </tr> </table> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Warrant Liabilities </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Distinguished Liabilities from Equity</div></div> (“<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">ASC 480</div></div>”) and ASC 815, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Derivatives and Hedging </div></div>(“<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">ASC 815</div></div>”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">paid-in</div> capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-cash</div> gain or loss on the statements of operations. The fair value of the Public Warrants (as defined in Note 7) and Private Placement Warrants was estimated using an independent third-party valuation. </div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Offering Costs associated with the Initial Public Offering </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company complies with the requirements of ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">340-10-S99-1</div></div></div> and SEC Staff Accounting bulletin Topic 5A – <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Expenses of Offering. </div></div>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 $24,936,278 as a result of the IPO (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,675,823 for the excess fair value of founder shares attributable to the Anchor Investors, and $610,455 of other offering costs). The Company immediately expensed $1,061,386 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Derivative Financial Instruments </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-valued</div> at each reporting date, with changes in the fair value reported in the 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 balance sheet as current or <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-current</div> based on whether or not <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">net-cash</div> settlement or conversion of the instrument could be required within 12 months of the balance sheet date. </div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Fair Value of Financial Instruments</div> </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Fair Value Measurement</div></div> (“<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">ASC 820</div></div>”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within the framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The carrying amounts reflected in the balance sheet for cash, accounts payable, accrued expenses, accrued offering costs, investments held in trust account, and due to related party approximate fair value due to short-term nature. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 2—Inputs to the fair value measurement are determined using prices for recently traded </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">See Note 10 for additional information on assets and liabilities measured at fair value. </div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Stock-based Compensation </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The transfer of the Founder Shares to independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date the financial statements were issued, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (uncles subsequently modified) less the amount initially received for the purchase of the Founders Shares.</div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Income Taxes</div> </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><div style="letter-spacing: 0px; top: 0px;;display:inline;">The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.</div> </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">more-likely-than-not</div> to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were <div style="letter-spacing: 0px; top: 0px;;display:inline;">no</div> unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 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. Since the Company was incorporated on March 12, 2021, the evaluation was performed for the 2021 and 2022 tax years, which are the only periods subject to examination. </div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Recent Accounting Pronouncements </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Cash and Cash Equivalents </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 December 31, 2022 and 2021. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Investments Held in Trust Account </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As of December 31, 2022, the Company had $237,537,270 of treasury bills, mutual funds, and cash funds held in the Trust Account. As of December 31, 2021, the Company had $232,300,000 of funds held in a money market account. During the year ended December 31, 2022 the Company used $291,009 of interest earned in the Trust Account to pay taxes. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Inflation Reduction Act of 2022 </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Emerging Growth Company </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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 of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;">Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-emerging</div> growth companies, but any such election to opt out is irrevocable. </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">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. </div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Use of Estimates </div></div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. </div></div><div style="font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="text-align: center; font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></div></div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div></div></div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Accordingly, the actual results could differ significantly from those estimates. </div> <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 18pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Concentration of Credit Risk </div></div></div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 and management believes the Company is not exposed to significant risks on such account. </div> 250000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Net Income (Loss) Per Common Share </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. The Company applies the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">two-class</div> method in calculating net income (loss) per common share. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. </div></div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 20,900,000 <div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">shares in the calculation of diluted income (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented. The calculations of basic and diluted income (loss) per common share for the period from March 12, 2021 (inception) through December 31, 2021 exclude</div></div>s 750,000 <div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter (“over-allotment contingent shares”). As of December 31, 2022 and 2021 the Company did not have any dilutive securities or other contracts that could potentially be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted net income (loss) per common share is the same as basic net income (loss) per common share for the periods presented. </div></div></div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></div></div> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 55%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Period From</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">March 12. 2021</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Year Ended</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(Inception) Through</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2022</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted net income (loss) per common stock</div></div></div> </td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Numerator:</div></div></div></div> </td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Allocation of net income (loss)</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">7,667,222</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,916,806</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(609,376</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(914,064</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Denominator:</div></div></div> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Basic and diluted weighted average common shares</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">23,000,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,750,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3,833,333</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,750,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Basic and diluted net income (loss) per common stock</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.33</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.33</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(0.16</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(0.16</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="clear:both;max-height:0pt;;text-indent: 0px;"/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> 20900000 750000 <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): </div></div></div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 55%;"/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 4%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Period From</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">March 12. 2021</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">For the Year Ended</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(Inception) Through</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2022</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td colspan="6" style="vertical-align: bottom;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31, 2021</div></div></div></td> <td style="vertical-align: bottom;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class A</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Class B</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="display:inline;"> </div></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Basic and diluted net income (loss) per common stock</div></div></div> </td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> </tr> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid;"> <td style="vertical-align: top;"> <div style="text-indent: -1em; font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="display:inline;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Numerator:</div></div></div></div> </td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;">  </div></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> <td style="vertical-align: bottom;"><div style="display:inline;"/></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Allocation of net income (loss)</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">7,667,222</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,916,806</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(609,376</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(914,064</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Denominator:</div></div></div> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Basic and diluted weighted average common shares</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">23,000,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,750,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3,833,333</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,750,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Basic and diluted net income (loss) per common stock</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.33</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.33</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(0.16</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(0.16</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="clear:both;max-height:0pt;;text-indent: 0px;"/> <div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"/></div> 7667222 1916806 -609376 -914064 23000000 23000000 5750000 5750000 3833333 3833333 5750000 5750000 0.33 0.33 0.33 0.33 -0.16 -0.16 -0.16 -0.16 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">Class A Common Stock Subject to Possible Redemption </div></div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Distinguished Liabilities from Equity. </div></div>Shares of common stock subject to redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. </div></div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At all other times, shares of common stock are classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The valuation of common stock subject to redemption includes the Company’s estimate of interest held in the Trust Account that is available for payment of taxes, and excludes dissolution expense of up to $100,000 since it is only taken into account in the event of the Company’s liquidation. As of December 31, 2022 and December 31, 2021, 23,000,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of stockholders’ deficit section of the Company’s balance sheet. At December 31, 2022 and December 31, 2021, the Common Stock reflected in the balance sheets are reconciled in the following table: </div> <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:68%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:83%"/> <td style="vertical-align:bottom;width:4%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Gross Proceeds</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">232,300,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Less:</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Proceeds allocated to Public Warrants</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(6,440,000</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Common Stock issuance costs</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(23,874,892</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Plus:</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Accretion of carrying value to redemption value</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">30,314,892</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Class A Common stock subject to possible redemption, December 31, 2021</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">232,300,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Plus:</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; background-color: rgb(204, 238, 255); width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Remeasurement of Class A common stock subject to possible redemption</div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 4%;">  </td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgb(204, 238, 255);"> </td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgb(204, 238, 255);;text-align:right;">4,824,704</td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgb(204, 238, 255);"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 83%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 4%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> </tr> <tr style="break-inside: avoid; font-family: &quot;Times New Roman&quot;; font-size: 10pt;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0); width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Class A Common stock subject to possible redemption, December 31, 2022</div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 4%;">  </td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">$</td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgba(255, 255, 255, 0);;text-align:right;">237,124,704</td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 83%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 4%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> </tr> </table> 100000 23000000 23000000 At December 31, 2022 and December 31, 2021, the Common Stock reflected in the balance sheets are reconciled in the following table: <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:68%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:83%"/> <td style="vertical-align:bottom;width:4%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Gross Proceeds</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">232,300,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Less:</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Proceeds allocated to Public Warrants</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(6,440,000</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Common Stock issuance costs</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(23,874,892</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Plus:</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Accretion of carrying value to redemption value</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">30,314,892</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Class A Common stock subject to possible redemption, December 31, 2021</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">232,300,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Plus:</div> </td> <td style="vertical-align: bottom; width: 4%;">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align: top; background-color: rgb(204, 238, 255); width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Remeasurement of Class A common stock subject to possible redemption</div> </td> <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); width: 4%;">  </td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgb(204, 238, 255);"> </td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgb(204, 238, 255);;text-align:right;">4,824,704</td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgb(204, 238, 255);"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 83%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 4%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> </tr> <tr style="break-inside: avoid; font-family: &quot;Times New Roman&quot;; font-size: 10pt;"> <td style="vertical-align: top; background-color: rgba(255, 255, 255, 0); width: 83%;"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Class A Common stock subject to possible redemption, December 31, 2022</div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 4%;">  </td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgba(255, 255, 255, 0);">$</td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgba(255, 255, 255, 0);;text-align:right;">237,124,704</td> <td style="white-space: nowrap; vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 83%;"> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0); width: 4%;">  </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align: bottom; background-color: rgba(255, 255, 255, 0);"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="background-color: rgba(255, 255, 255, 0);"> </td> </tr> </table> 232300000 -6440000 -23874892 30314892 232300000 4824704 237124704 <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Warrant Liabilities </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Distinguished Liabilities from Equity</div></div> (“<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">ASC 480</div></div>”) and ASC 815, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Derivatives and Hedging </div></div>(“<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">ASC 815</div></div>”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">paid-in</div> capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-cash</div> gain or loss on the statements of operations. The fair value of the Public Warrants (as defined in Note 7) and Private Placement Warrants was estimated using an independent third-party valuation. </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Offering Costs associated with the Initial Public Offering </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company complies with the requirements of ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">340-10-S99-1</div></div></div> and SEC Staff Accounting bulletin Topic 5A – <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Expenses of Offering. </div></div>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 $24,936,278 as a result of the IPO (consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, $11,675,823 for the excess fair value of founder shares attributable to the Anchor Investors, and $610,455 of other offering costs). The Company immediately expensed $1,061,386 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities. </div> 24936278 4600000 8050000 11675823 610455 1061386 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Derivative Financial Instruments </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-valued</div> at each reporting date, with changes in the fair value reported in the 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 balance sheet as current or <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-current</div> based on whether or not <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">net-cash</div> settlement or conversion of the instrument could be required within 12 months of the balance sheet date. </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Fair Value of Financial Instruments</div> </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, <div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Fair Value Measurement</div></div> (“<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">ASC 820</div></div>”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within the framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The carrying amounts reflected in the balance sheet for cash, accounts payable, accrued expenses, accrued offering costs, investments held in trust account, and due to related party approximate fair value due to short-term nature. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 2—Inputs to the fair value measurement are determined using prices for recently traded </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">See Note 10 for additional information on assets and liabilities measured at fair value. </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Stock-based Compensation </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The transfer of the Founder Shares to independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of the date the financial statements were issued, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon completion of a Business Combination) in an amount equal to the number of Founders Shares that ultimately vest multiplied times the grant date fair value per share (uncles subsequently modified) less the amount initially received for the purchase of the Founders Shares.</div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">Income Taxes</div> </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><div style="letter-spacing: 0px; top: 0px;;display:inline;">The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.</div> </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">more-likely-than-not</div> to be sustained upon examination by taxing authorities. The Company’s management determined that the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were <div style="letter-spacing: 0px; top: 0px;;display:inline;">no</div> unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 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. Since the Company was incorporated on March 12, 2021, the evaluation was performed for the 2021 and 2022 tax years, which are the only periods subject to examination. </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Recent Accounting Pronouncements </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Cash and Cash Equivalents </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 December 31, 2022 and 2021. </div> 0 0 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Investments Held in Trust Account </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As of December 31, 2022, the Company had $237,537,270 of treasury bills, mutual funds, and cash funds held in the Trust Account. As of December 31, 2021, the Company had $232,300,000 of funds held in a money market account. During the year ended December 31, 2022 the Company used $291,009 of interest earned in the Trust Account to pay taxes. </div> 237537270 232300000 291009 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Inflation Reduction Act of 2022 </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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. </div> 0.01 <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 3 – INITIAL PUBLIC OFFERING </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, including the full exercise of the underwriters’ over-allotment option to purchase 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A common stock and <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-half</div> of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A common stock at an exercise price of $11.50 per share, subject to adjustment. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Twelve anchor investors, none of whom is affiliated with any member of our management team, purchased an aggregate of 20,000,000 of the units sold in the Initial Public Offering. Further, each such anchor investor purchased a <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">pro-rata</div> portion of 1,515,160 founder shares offered to the anchor investors at $0.004 per share. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company considers the excess fair value of the Founder Shares issued to the anchor investors above the purchase price as offering costs and will reduce the gross proceeds by this amount. The Company has valued the excess fair value over consideration of the founder shares offered to the anchor investors at $11,675,823. The excess of the fair value over consideration of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and were allocated to stockholders’ equity and expenses upon the completion of the Initial Public Offering. The fair value of the shares was estimated to be $7.71 based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk free rate on the acquisition date, a discount for a lack of marketability and other variables. </div> 23000000 3000000 10 11.5 20000000 1515160 0.004 11675823 7.71 <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 4 – PRIVATE PLACEMENT </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,400,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant ($9.4 million in the aggregate). </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor were added to the proceeds from the Initial Public Offering to be held in the Trust Account such that at the time of closing $232,300,000 was to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-redeemable</div> for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. </div> 9400000 1 9400000 1 11.5 232300000 <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 5 – RELATED PARTY TRANSACTIONS </div></div><div style="margin-top: 6pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Founder Shares </div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On March 12, 2021, the Sponsor paid an aggregate of $25,000 in exchange for issuance of 5,750,000 shares of Class B common stock (the “<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Founder Shares</div></div>”). On April 5, 2021, the Sponsor transferred interests in 25,000 founder shares to each of Nathan Asplund, Rollin Bredenberg, Brian Feldott, and Edmund Underwood, Jr., our independent director nominees. In relation to the Initial Public Offering, an aggregate of 1,515,160 Founder Shares were cancelled by our Sponsor and transferred by us to our anchor investors in the IPO. On March 7, 2022, Nathan Asplund tendered the return of his interest in 25,000 Founder Shares in relation to his resignation from the Board of Directors and the Sponsor transferred an interest in 25,000 Founder Shares to Troy Welch, who was elected to the Board of Directors on March 4, 2022, to fill the vacancy. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company determined the fair value of the share-based compensation related to the transfer of shares, to the independent director nominees, based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk-free rate on the acquisition date, a discount for a lack of marketability and other variables. The value of the share-based compensation was $667,250 based on grant date fair value estimates of $6.63 and $6.80 at April 5, 2021 and March 7, 2022, respectively. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On November 15, 2022, the Company’s CEO Richard Bertel, CFO Christopher Bertel, Vice President Edmund Underwood, director Rollin Bredenberg, and director Troy Welch tendered their resignation from the Company. As a result of the resignations, the Sponsor assumed control of Class B common stock. The Company replaced the departed directors with Ronald Curt Copley, and Jason Reeves. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On December 22, 2022, and December 24, 2022, the Sponsor transferred 25,000 founder shares to Ronald Curt Copley and Jason Reeves, respectively, as independent director nominees. The Company determined the fair value of the share-based compensation related to the transfer of shares, to the independent director nominees, based on numerous assumptions including the probability of an acquisition, an estimated date of acquisition, the risk-free rate on the acquisition date, a discount for a lack of marketability and other variables. The value of the share-based compensation was $74,637 based on grant date fair value estimates of $1.49 at both December 22, 2022, and December 24, 2022. </div><div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/><div/><div><div style="background-color:white;display: inline;"/></div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">30-trading</div> day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their common stock for cash, securities or other property. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Related Party Loans </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">On March 12, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for working capital purposes, legal expenses, consultants, advisors, initial public offering preparation, and other general corporate uses (the “<div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Note</div></div>”). The Note was <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-interest</div> bearing, unsecured and due on the earlier of December 31, 2021 or the closing of the Initial Public Offering. There were no borrowings against the Note during the period from March 12, 2021 (inception) through December 31, 2022, and any subsequent borrowings were repaid in full at the closing of the Initial Public Offering. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Sponsor also agreed to loan the Company up to $1,500,000 to be used for working capital purposes through the earlier of December 31, 2021 or the closing of the Initial Public Offering. At March 25, 2022 the Sponsor has agreed to loan the Company up to $1,500,000 to be used for working capital purposes through April 1, 2023, as funds are necessary. Such loans would be <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-interest</div> bearing, unsecured, and will be repaid upon the consummation of a Business Combination. In the event that the Company does not consummate a Business Combination, all amounts loaned to the Company will be forgiven except to the extent that the Company has funds available to it, outside of its trust account established in connection with the IPO. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Subsequent to the balance sheet date, the Company entered into a Loan agreement with a related party for up to $600,000. See Note 11. </div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Administrative Services Agreement </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company entered into an agreement commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of the initial Business Combination and the liquidation, that provides that the Company will pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to the Company. In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">out-of-pocket</div></div> expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. During 2022, our Sponsor waived 2 months, or $20,000, of administrative fees. For the year ended December 31, 2022, and the period from March 12, 2021 (inception) through December 31, 2021, the Company recorded $100,000 and $10,000, respectively, related to the Administrative Services Agreement. </div> 25000 5750000 25000 1515160 25000 25000 667250 6.63 6.8 25000 25000 74637 74637 1.49 1.49 P1Y 12 P20D P30D P150D 300000 1500000 1500000 600000 10000 P2M 20000 100000 10000 <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 6 – COMMITMENTS &amp; CONTINGENCIES </div></div> <div style="margin-top: 6pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Registration and Stockholder Rights </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">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 Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Underwriting Agreement </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company paid an underwriting discount of $0.20 per unit, or $4.6 million in the aggregate, with an additional fee of $0.35 per unit, or approximately $8.05 million in the aggregate, payable to the underwriters for deferred underwriting commissions in relation to the Initial Public Offering. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company accounted for the 20,900,000 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">815-40.</div> 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 <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measurement</div> at each balance sheet date. With each such <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">re-measurement,</div> the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. </div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Warrants</div></div> — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). 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 commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60<div style="font-size:75%; vertical-align:top;display:inline;;font-size:8.3px">th</div> 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. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they 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” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. </div> <div style="margin-top: 18pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Investment Banking Advisory Agreement </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company has entered into an investment banking advisory service agreement pursuant to which fees will be paid upon the closing of an Acquisition during the term of the agreement through 24 months after the termination of the agreement. Fees will be charged at the greater of $4,250,000 or up to .65% of the Acquisition Value if the acquisition exceeds $900 Million. The investment banking advisory fees are contingent on both the consummation and the specific terms of an Initial Business Combination, neither of which can be reasonably predicted at this time. Accordingly, no accrual has been made for these arrangements in the financial statements. </div> 0.2 4600000 0.35 8050000.00 20900000 11500000 9400000 P30D P20D 4250000 0.65 900000000 <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 7 – WARRANT LIABILITIES </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of 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 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 prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">non-redeemable</div> so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. </div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Redemption of Warrants When the Price per of Class</div></div><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> A Common Stock Equals or Exceeds $18.00:</div></div> Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): </div> <div style="font-size:6pt;margin-top:0pt;margin-bottom:0pt"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%"> <tr style="page-break-inside:avoid"> <td style="width:5%"> </td> <td style="width:3%;vertical-align:top;text-align:left;">•</td> <td style="width:1%;vertical-align:top"> </td> <td style="vertical-align:top;text-align:left;"> <div style="margin-top: 0pt; margin-bottom: 0pt; font-family: &quot;Times New Roman&quot;; font-size: 10pt; text-align: left; line-height: normal;">in whole and not in part; </div> </td> </tr> </table> <div style="font-size:6pt;margin-top:0pt;margin-bottom:0pt"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%"> <tr style="page-break-inside:avoid"> <td style="width:5%"> </td> <td style="width:3%;vertical-align:top;text-align:left;">•</td> <td style="width:1%;vertical-align:top"> </td> <td style="vertical-align:top;text-align:left;"> <div style="margin-top: 0pt; margin-bottom: 0pt; font-family: &quot;Times New Roman&quot;; font-size: 10pt; text-align: left; line-height: normal;">at a price of $0.01 per warrant; </div> </td> </tr> </table> <div style="font-size:6pt;margin-top:0pt;margin-bottom:0pt"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%"> <tr style="page-break-inside:avoid"> <td style="width:5%"> </td> <td style="width:3%;vertical-align:top;text-align:left;">•</td> <td style="width:1%;vertical-align:top"> </td> <td style="vertical-align:top;text-align:left;"> <div style="margin-top: 0pt; margin-bottom: 0pt; font-family: &quot;Times New Roman&quot;; font-size: 10pt; text-align: left; line-height: normal;">upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and </div> </td> </tr> </table> <div style="font-size:6pt;margin-top:0pt;margin-bottom:0pt"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;border:0;width:100%"> <tr style="page-break-inside:avoid"> <td style="width:5%"> </td> <td style="width:3%;vertical-align:top;text-align:left;">•</td> <td style="width:1%;vertical-align:top"> </td> <td style="vertical-align:top;text-align:left;"> <div style="margin-top: 0pt; margin-bottom: 0pt; font-family: &quot;Times New Roman&quot;; font-size: 10pt; text-align: left; line-height: normal;">the last sales price of the common stock reported has been at least $18.00 per share on each of twenty trading days within the thirty <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">trading-day</div> period ending on the third trading day prior to the date on which notice of the redemption for the Public Warrants is given. </div> </td> </tr> </table> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering 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 throughout the <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">30-day</div> redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Company will use its commercially reasonable best efforts to register or qualify such shares of common stock under the blue sky laws to the extent an exemption is not available. </div> <div style="margin-top:0pt;margin-bottom:0pt ; font-size:8pt"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></div></div><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on its stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. 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 quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the </div>10<div style="font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;"> trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.</div></div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None of the private placement warrants will be redeemable by the Company so long as they are held by the sponsor, the affiliates of the sponsor, or its permitted transferees. </div> 11.5 9.2 0.60 P20D 0.092 1.15 18 1.80 P30D 18 0.01 P30D 18 P10D <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;;text-indent: 0px;"><div style="font-weight:bold;display:inline;">NOTE 8 – INCOME TAX </div></div><div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The income tax provision for the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021 consists of the following:</div></div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 72%;"/> <td style="width: 8%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 8%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2022</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Period from</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">March 12, 2021</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(inception)</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">through</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2021</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Federal</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Current</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">341,854</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Deferred</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">48,264</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(90,648</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">State and Local</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Current</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Deferred</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Change in Valuation Allowance</div></div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">211,961</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">90,648</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Income Tax Provision</div></div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">602,079</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">The Company’s net deferred tax assets are as follows:</div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 71%;"/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2022</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Period from</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">March 12, 2021</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(inception)</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">through</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2021</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Deferred tax assets (<div style="display:inline;">l</div>iabilities)</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Organizational/Start-up</div> Costs</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">302,609</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">57,242</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Unrealized Gains</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(260,225</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Business Combination Expenses</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Net Operating Loss carryforward</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">33,406</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Total Deferred Tax Assets</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">42,384</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">90,648</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Valuation Allowance</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(302,609</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(90,648</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Deferred <div style="null;text-indent: 0px;;display:inline;">tax liabilities, net of allowance</div></div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(260,225</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">As of December 31, 202<div style="display:inline;">1</div>, the Company had $159,076 of U.S. federal net operating loss<div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div><div style="letter-spacing: 0px; top: 0px;;display:inline;">carryovers available to offset taxable income.</div><br/></div><div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;;text-indent: 0px;"> </div><div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center;text-indent: 0px;"/> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022, the change in valuation allowance was $211,961. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:</div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 71%;"/> <td style="width: 10%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 9%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2022</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Period from</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">March 12, 2021</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(inception)</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">through</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2021</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Statutory federal income tax rate</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">21.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">21.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">State taxes, net of federal tax benefit</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Business Combination Costs</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1.38</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Permanent Difference - Warrant Issue Costs</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">-14.63</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Permanent <div style="null;text-indent: 0px;;display:inline;">Difference - Change in FV of Warrant</div></div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">-18.55</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">-0.42</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Valuation allowance</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">2.08</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">-5.95</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Income tax provision</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5.91</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-family: Times New Roman; font-size: 10pt; page-break-inside: avoid; background-color: rgb(204, 238, 255);"> <td style="vertical-align: bottom; white-space: nowrap;"/> </tr> </table> <div style="clear:both;max-height:0pt;;text-indent: 0px;"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The Company files tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing <div style="letter-spacing: 0px; top: 0px;;display:inline;">author</div>ities.</div></div></div> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 6pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">The income tax provision for the year ended December 31, 2022 and the period from March 12, 2021 (inception) through December 31, 2021 consists of the following:</div></div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 72%;"/> <td style="width: 8%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 8%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2022</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Period from</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">March 12, 2021</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(inception)</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">through</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2021</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Federal</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Current</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">341,854</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Deferred</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">48,264</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(90,648</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">State and Local</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Current</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Deferred</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Change in Valuation Allowance</div></div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">211,961</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">90,648</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Income Tax Provision</div></div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">602,079</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> 341854 0 48264 -90648 0 0 0 0 211961 90648 602079 0 <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">The Company’s net deferred tax assets are as follows:</div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 71%;"/> <td style="width: 7%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 6%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2022</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Period from</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">March 12, 2021</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(inception)</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">through</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2021</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">Deferred tax assets (<div style="display:inline;">l</div>iabilities)</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">Organizational/Start-up</div> Costs</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">302,609</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">57,242</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Unrealized Gains</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(260,225</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Business Combination Expenses</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Net Operating Loss carryforward</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">33,406</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Total Deferred Tax Assets</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">42,384</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">90,648</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Valuation Allowance</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(302,609</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(90,648</td> <td style="white-space:nowrap;vertical-align:bottom">) </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Deferred <div style="null;text-indent: 0px;;display:inline;">tax liabilities, net of allowance</div></div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(260,225</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> 302609 57242 260225 33406 42384 90648 302609 90648 260225 159076 211961 <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:</div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 76%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 71%;"/> <td style="width: 10%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 9%; vertical-align: bottom;"/> <td/> <td/> <td/> </tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Year Ended</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2022</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Period from</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">March 12, 2021</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(inception)</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">through</div></div><br/><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">December 31,<br/>2021</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Statutory federal income tax rate</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">21.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">21.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">State taxes, net of federal tax benefit</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Business Combination Costs</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1.38</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Permanent Difference - Warrant Issue Costs</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">-14.63</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Permanent <div style="null;text-indent: 0px;;display:inline;">Difference - Change in FV of Warrant</div></div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">-18.55</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">-0.42</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Valuation allowance</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">2.08</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">-5.95</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Income tax provision</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5.91</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 0.21 0.21 0 0 0.0138 0 0 -0.1463 -0.1855 -0.0042 0.0208 -0.0595 0.0591 0 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 9 – STOCKHOLDERS’ EQUITY </div></div></div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Class</div></div><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> A Common stock</div></div> — The Company is authorized to issue 100,000,000 Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At December 31, 2022 and 2021, there were 23,000,000 shares of Class A common stock issued or outstanding, including 23,000,000 Class A common stock subject to possible redemption. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Class</div></div><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;"> B Common stock</div></div> — The Company is authorized to issue 10,000,000 Class B common stock with a par value of $0.0001 per share. On December 31, 2022 and 2021, 5,750,000 Class B common stock were issued and outstanding, so that the Initial Stockholders and anchor investors collectively own 100% of the Company’s issued and outstanding shares of Class B common stock and 20% of all of the Company’s issued and outstanding common stock. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Except as described below, holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders except as required by law. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Class B common stock will automatically convert into Class A common stock, which such shares of Class A common stock delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions if the Company does not consummate an initial Business Combination, at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">as-converted</div> basis, 20% of the sum of (i) the total number of common stock issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the management team upon conversion of Working Capital Loans. In no event will the shares of Class B common stock convert into Class A common stock at a rate of less than <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">one-to-one.</div></div> </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><div style="font-style: normal; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;">Preference Shares</div></div> — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2022 and 2021, there were no preference shares issued or outstanding. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> 100000000 0.0001 23000000 23000000 23000000 10000000 0.0001 5750000 5750000 5750000 5750000 0.20 1000000 0.0001 0 0 <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">NOTE 10 – FAIR VALUE MEASUREMENTS </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:</div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 56%;"/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; white-space: nowrap; padding-bottom: 0.5pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1pt solid rgb(0, 0, 0); display: table-cell; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Description</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amount at Fair<br/>Value</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level 1</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level 2</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level 3</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">December 31, 2022</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Assets</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 5em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Investments held in Trust</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">237,537,270</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">237,537,270</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Liabilities</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 5em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Public Warrants</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,610,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,610,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 5em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Private Placement Warrants</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,316,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,316,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liabilities</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">2,926,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,316,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">December 31, 2021</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Assets</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 5em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Investments held in Trust</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">232,302,620</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">232,302,620</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Liabilities</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 5em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Public Warrants</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">6,555,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">6,555,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 5em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Private Placement Warrants</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,367,400</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—   </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,367,400</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liabilities</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">11,922,400</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">11,922,400</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At December 31, 2022 and 2021, the Company utilized an independent third party to value the Public and Private Warrants based upon a binomial options pricing model using Level 3 inputs. As of December 31, 2022 and 2021, the Company utilized quoted active market exchange trade pricing to value the Public Warrants (Level 1 inputs), and an independent third party to value the private warrants with a binomial options pricing model (Level 3 inputs). The changes in fair value are recognized in the unaudited statements of operations. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the private warrants. The risk-free interest rate is based on the U.S. Treasury <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">zero-coupon</div> yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. </div> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting periods. The Company transferred public warrants from Level 3 to Level 1 during the year ended December 31, 2022, as they began actively trading on January 3, 2022. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Investments Held in Trust </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At December 31, 2022 and 2021, the Company held $237,537,270 and $232,302,620, respectively, of Investments in Trust Account at fair value in a fund invested in United States Treasury instruments (the “Fund”). In April 2022, the Company redeemed the assets in the Fund and purchased $232,971,000 of Short Term Treasury Bill bonds that matured in August 2022 at a discounted cost basis of $232,275,978. In August 2022, the Company redeemed the assets in the Fund and purchased $233,983,000 of Short-Term Treasury Bill Bonds that matured in November 2022 at a discounted costs basis of $232,768,960. In November 2022, the Company redeemed the assets in the Fund and purchased $238,282,000 of Short-Term Treasury Bill Bonds that mature in February 2023 at a discounted cost basis of $236,285,079. In accordance with ASC 320 Investments – Debt and Equity Securities, the Company accounts for the investments as trading securities and measures the investments at fair value with unrealized holding gains and losses included in Other Income in the statement of operations. At December 31, 2022, the fair value of the Investments Held in Trust was $237,537,270 as recognized on the balance sheet (a Level 1 fair value). As of December 31, 2022 the Company recognized $1,239,168 of unrealized holding gains in the Statement of Operations. </div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-align:center"/> <div style="font-family: Times New Roman; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></div></div> <div style="margin-top: 0px; margin-bottom: 0px; font-size: 8pt;"> </div> <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Warrant Liabilities </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following table provides the significant inputs to the independent third-party’s pricing model for the fair value of the Private Placement Warrants: </div> <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:76%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:69%"/> <td style="vertical-align:bottom;width:12%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:11%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">At December 31,<br/> 2022</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">At December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Share Price</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">10.30</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">9.77</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Exercise Price</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">11.50</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">11.50</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Years to Expiration</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5.13</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5.62</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Volatility</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3.40</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">10.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Risk-Free Rate</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3.91</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1.31</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Dividend Yield</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Fair Value of warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.140</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.571</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> </table> <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: </div> <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:68%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:84%"/> <td style="vertical-align:bottom;width:6%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Warrant<br/> Liabilities</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Fair Value at Jan<div style="display:inline;">u</div>ary 1, 2022</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,367,400</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><span style="-sec-ix-hidden:hidden73346184">Change in Fair Value</span></div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(4,051,400</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Fair Value at December 31, 2022</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,316,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:</div> <div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 12pt; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div></div> <table cellpadding="0" cellspacing="0" style="margin: 0px auto; border: 0px currentcolor; width: 92%; font-family: &quot;Times New Roman&quot;; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;text-indent: 0px;"> <tr style="font-size: 0px;"> <td style="width: 56%;"/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/> <td style="width: 3%; vertical-align: bottom;"/> <td/> <td/> <td/></tr> <tr style="font-family: Times New Roman; font-size: 8pt; page-break-inside: avoid;"> <td style="vertical-align: bottom; white-space: nowrap; padding-bottom: 0.5pt;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; border-bottom: 1pt solid rgb(0, 0, 0); display: table-cell; line-height: normal;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 8pt; letter-spacing: 0px; top: 0px;;display:inline;">Description</div></div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amount at Fair<br/>Value</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level 1</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level 2</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;">  </div></td> <td colspan="2" style="vertical-align: bottom; border-bottom-color: rgb(0, 0, 0); border-bottom-width: 1pt; border-bottom-style: solid;;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Level 3</div></div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"> </div></td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">December 31, 2022</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Assets</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 5em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Investments held in Trust</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">237,537,270</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">237,537,270</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Liabilities</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 5em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Public Warrants</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,610,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,610,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 5em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Private Placement Warrants</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,316,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,316,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liabilities</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">2,926,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,316,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><div style="font-weight:bold;display:inline;">December 31, 2021</div></div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Assets</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 5em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Investments held in Trust</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">232,302,620</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">232,302,620</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Liabilities</div></td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 5em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Public Warrants</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">6,555,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">6,555,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 5em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liability - Private Placement Warrants</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,367,400</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—   </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,367,400</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"><div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 3em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Warrant Liabilities</div></td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">11,922,400</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">—  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">11,922,400</td> <td style="white-space:nowrap;vertical-align:bottom"> </td></tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td style="vertical-align:bottom"><div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div></td> <td> </td></tr></table> 237537270 237537270 1610000 1610000 0 0 1316000 0 0 1316000 2926000 0 0 1316000 232302620 232302620 0 0 6555000 0 0 6555000 5367400 0 0 5367400 11922400 0 0 11922400 237537270 232302620 232971000 August 2022 232275978 233983000 November 2022 232768960 238282000 February 2023 236285079 237537270 1239168 <div style="margin-top: 0pt; margin-bottom: 0pt; font-size: 10pt; font-family: &quot;Times New Roman&quot;;"><div style="font-weight:bold;display:inline;">Warrant Liabilities </div></div> <div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following table provides the significant inputs to the independent third-party’s pricing model for the fair value of the Private Placement Warrants: </div> <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:76%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:69%"/> <td style="vertical-align:bottom;width:12%"/> <td/> <td/> <td/> <td style="vertical-align:bottom;width:11%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">At December 31,<br/> 2022</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">At December 31,<br/> 2021</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Share Price</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">10.30</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">9.77</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Exercise Price</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">11.50</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">11.50</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Years to Expiration</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5.13</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5.62</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Volatility</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3.40</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">10.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Risk-Free Rate</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">3.91</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1.31</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Dividend Yield</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.00</td> <td style="white-space:nowrap;vertical-align:bottom">% </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Fair Value of warrants</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.140</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">0.571</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> </table> 10.3 9.77 11.5 11.5 5.13 5.62 3.4 10 3.91 1.31 0 0 0.14 0.571 <div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: </div> <div style="font-size: 12pt; margin-top: 0px; margin-bottom: 0px;"> </div> <table cellpadding="0" cellspacing="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt;width:68%;border:0;margin:0 auto"> <tr style="font-size: 0px;"> <td style="width:84%"/> <td style="vertical-align:bottom;width:6%"/> <td/> <td/> <td/> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt"> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;">  </td> <td colspan="2" style="border-bottom:1.00pt solid #000000;vertical-align:bottom;text-align:center;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Warrant<br/> Liabilities</div></div></td> <td style="vertical-align: bottom; padding-bottom: 0.5pt;"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Fair Value at Jan<div style="display:inline;">u</div>ary 1, 2022</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">5,367,400</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;"><span style="-sec-ix-hidden:hidden73346184">Change in Fair Value</span></div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom"> </td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">(4,051,400</td> <td style="white-space:nowrap;vertical-align:bottom">) </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 1px solid rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> <tr style="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt;background-color:#cceeff"> <td style="vertical-align:top"> <div style="margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; text-indent: -1em; font-size: 10pt; font-family: &quot;Times New Roman&quot;; line-height: normal;">Fair Value at December 31, 2022</div> </td> <td style="vertical-align:bottom">  </td> <td style="white-space:nowrap;vertical-align:bottom">$</td> <td style="white-space:nowrap;vertical-align:bottom;text-align:right;">1,316,000</td> <td style="white-space:nowrap;vertical-align:bottom"> </td> </tr> <tr style="font-size:1px"> <td style="vertical-align:bottom"> </td> <td style="vertical-align:bottom">  </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td style="vertical-align:bottom"> <div style="margin-top: 0px; margin-bottom: 0px; border-top: 3px double rgb(0, 0, 0); line-height: normal;"> </div> </td> <td> </td> </tr> </table> 5367400 -4051400 1316000 <div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;;text-indent: 0px;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"><div style="font-family: &quot;Times New Roman&quot;; font-size: 10pt; letter-spacing: 0px; top: 0px;;display:inline;">NOTE 11 – SUBSEQUENT EVENTS </div></div></div></div><div style="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">The Company has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the financial statement were issued. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;">As filed in a Form <div style="white-space: nowrap; letter-spacing: 0px; top: 0px;;display:inline;">8-K</div> filing on January 20, 2023, the Company issued an unsecured promissory note to Trident Point 2, LLC, a related party through common ownership, pursuant to which the Company is entitled to borrow up to an aggregate principal amount of $600,000 in order to fund working capital deficiencies or finance transaction costs in connection with an intended Business Combination. All unpaid principal under the Note will be due and payable in full on the earlier of August 15, 2023 and the date on which the Company consummates an initial business combination. Trident Point 2 will have the option at any time prior to August 15, 2023 to convert amounts outstanding, up to $600,000, into warrants to purchase the Company’s shares of Class A common stock at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s IPO. As of the date of this report, the Company has borrowed $400,000 on the promissory note. </div><div style="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman;text-indent: 0px;"><div style="color: rgb(0, 0, 0); font-family: &quot;Times New Roman&quot;; font-size: 13.3333px; font-style: normal; font-variant-ligatures: normal; font-variant-caps: normal; font-weight: 400; letter-spacing: normal; orphans: 2; text-align: left; text-indent: 0px; text-transform: none; white-space: normal; widows: 2; word-spacing: 0px; -webkit-text-stroke-width: 0px; background-color: rgb(255, 255, 255); text-decoration-thickness: initial; text-decoration-style: initial; text-decoration-color: initial; float: none; display: inline !important; top: 0px;;display:inline;">On February 8, 2023, the Company held a Special Meeting of Stockholders to vote on an “Extension Amendment Proposal”, “Trust Amendment Proposal”, and “Adjournment Proposal” to extend the deadline to complete an initial business combination to March 15, 2023 and allow the Company without a stockholder vote, to further extend the date to consummate a business combination on a monthly basis up to five (5) times by an additional one month, through August 15, 2023. The stockholders voted in favor on the proposals. As a result of the vot</div>e, 9,155,918 shares were redeemed by the Stockholders requiring a payment of $94,489,074 from the funds held in Trust; 13,844,082 shares remain available for possible redemption. In February 2023, the Sponsor deposited, as a <div style="letter-spacing: 0px; top: 0px;;display:inline;">loan</div>, $<div style="letter-spacing: 0px; top: 0px;;text-indent: 0px;;display:inline;">692,204 </div>into the Trust Account to extend the deadline to consummate a business combination to March 15, 2023. In March 2023, the Sponsor deposited, as a <div style="letter-spacing: 0px; top: 0px;;display:inline;">loan</div>, $692,204 into the Trust Account to extend the deadline to consummate a business combination to April 15, 2023.</div> 600000 600000 1 11.5 400000 9155918 94489074 13844082 692204 692204 EXCEL 56 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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end XML 57 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 58 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 59 FilingSummary.xml IDEA: XBRL DOCUMENT 3.23.1 html 165 274 1 false 54 0 false 8 false false R1.htm 1001 - Document - Cover Page Sheet http://www.businesswire.com/role/CoverPage Cover Page Cover 1 false false R2.htm 1002 - Statement - Balance Sheet Sheet http://www.businesswire.com/role/BalanceSheet Balance Sheet Statements 2 false false R3.htm 1003 - Statement - Balance Sheet (Parenthetical) Sheet http://www.businesswire.com/role/BalanceSheetParenthetical Balance Sheet (Parenthetical) Statements 3 false false R4.htm 1004 - Statement - Statement of Operations Sheet http://www.businesswire.com/role/StatementOfOperations Statement of Operations Statements 4 false false R5.htm 1005 - Statement - Statement of Changes in Shareholders' Equity Sheet http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity Statement of Changes in Shareholders' Equity Statements 5 false false R6.htm 1006 - Statement - Statement of Cash Flows Sheet http://www.businesswire.com/role/StatementOfCashFlows Statement of Cash Flows Statements 6 false false R7.htm 1007 - Disclosure - Description of Organization, Business Operations, and Liquidity Sheet http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidity Description of Organization, Business Operations, and Liquidity Notes 7 false false R8.htm 1008 - Disclosure - Summary of Significant Accounting Policies Sheet http://www.businesswire.com/role/SummaryOfSignificantAccountingPolicies Summary of Significant Accounting Policies Notes 8 false false R9.htm 1009 - Disclosure - Initial Public Offering Sheet http://www.businesswire.com/role/InitialPublicOffering Initial Public Offering Notes 9 false false R10.htm 1010 - Disclosure - Private Placement Sheet http://www.businesswire.com/role/PrivatePlacement Private Placement Notes 10 false false R11.htm 1011 - Disclosure - Related Party Transactions Sheet http://www.businesswire.com/role/RelatedPartyTransactions Related Party Transactions Notes 11 false false R12.htm 1012 - Disclosure - Commitments And Contingencies Sheet http://www.businesswire.com/role/CommitmentsAndContingencies Commitments And Contingencies Notes 12 false false R13.htm 1013 - Disclosure - Warrant Liabilities Sheet http://www.businesswire.com/role/WarrantLiabilities Warrant Liabilities Notes 13 false false R14.htm 1014 - Disclosure - Income Tax Sheet http://www.businesswire.com/role/IncomeTax Income Tax Notes 14 false false R15.htm 1015 - Disclosure - Stockholders' Equity Sheet http://www.businesswire.com/role/StockholdersEquity Stockholders' Equity Notes 15 false false R16.htm 1016 - Disclosure - Fair Value Measurements Sheet http://www.businesswire.com/role/FairValueMeasurements Fair Value Measurements Notes 16 false false R17.htm 1017 - Disclosure - Subsequent Events Sheet http://www.businesswire.com/role/SubsequentEvents Subsequent Events Notes 17 false false R18.htm 1018 - Disclosure - Summary of Significant Accounting Policies (Policies) Sheet http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies Summary of Significant Accounting Policies (Policies) Policies http://www.businesswire.com/role/SummaryOfSignificantAccountingPolicies 18 false false R19.htm 1019 - Disclosure - Summary of Significant Accounting Policies (Tables) Sheet http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesTables Summary of Significant Accounting Policies (Tables) Tables http://www.businesswire.com/role/SummaryOfSignificantAccountingPolicies 19 false false R20.htm 1020 - Disclosure - Income Tax (Tables) Sheet http://www.businesswire.com/role/IncomeTaxTables Income Tax (Tables) Tables http://www.businesswire.com/role/IncomeTax 20 false false R21.htm 1021 - Disclosure - Fair Value Measurements (Tables) Sheet http://www.businesswire.com/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://www.businesswire.com/role/FairValueMeasurements 21 false false R22.htm 1022 - Disclosure - Description of Organization, Business Operations, and Liquidity - Additional Information (Detail) Sheet http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail Description of Organization, Business Operations, and Liquidity - Additional Information (Detail) Details 22 false false R23.htm 1023 - Disclosure - Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Detail) Sheet http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Detail) Details 23 false false R24.htm 1024 - Disclosure - Summary of Significant Accounting Policies - Schedule Of Class A Common Stock Subject to Possible Redemption (Detail) Sheet http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail Summary of Significant Accounting Policies - Schedule Of Class A Common Stock Subject to Possible Redemption (Detail) Details 24 false false R25.htm 1025 - Disclosure - Summary of Significant Accounting Policies - Additional Information (Detail) Sheet http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail Summary of Significant Accounting Policies - Additional Information (Detail) Details 25 false false R26.htm 1026 - Disclosure - Initial Public Offering - Additional Information (Detail) Sheet http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail Initial Public Offering - Additional Information (Detail) Details 26 false false R27.htm 1027 - Disclosure - Private Placement - Additional Information (Detail) Sheet http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail Private Placement - Additional Information (Detail) Details 27 false false R28.htm 1028 - Disclosure - Related Party Transactions - Additional Information (Detail) Sheet http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail Related Party Transactions - Additional Information (Detail) Details 28 false false R29.htm 1029 - Disclosure - Commitments And Contingencies - Additional Information (Detail) Sheet http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail Commitments And Contingencies - Additional Information (Detail) Details 29 false false R30.htm 1030 - Disclosure - Warrant Liabilities - Additional Information (Detail) Sheet http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail Warrant Liabilities - Additional Information (Detail) Details 30 false false R31.htm 1031 - Disclosure - Income Tax - Additional Information (Detail) Sheet http://www.businesswire.com/role/IncomeTaxAdditionalInformationDetail Income Tax - Additional Information (Detail) Details 31 false false R32.htm 1032 - Disclosure - Income Tax - Summary of the Income Tax Provision (Detail) Sheet http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail Income Tax - Summary of the Income Tax Provision (Detail) Details 32 false false R33.htm 1033 - Disclosure - Income Tax - Summary of the Company's Net Deferred Tax Assets (Detail) Sheet http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail Income Tax - Summary of the Company's Net Deferred Tax Assets (Detail) Details 33 false false R34.htm 1034 - Disclosure - Income Tax - Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Detail) Sheet http://www.businesswire.com/role/IncomeTaxSummaryOfAReconciliationOfTheFederalIncomeTaxRateToTheCompanySEffectiveTaxRateDetail Income Tax - Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Detail) Details 34 false false R35.htm 1035 - Disclosure - Stockholders' Equity - Additional Information (Detail) Sheet http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail Stockholders' Equity - Additional Information (Detail) Details 35 false false R36.htm 1036 - Disclosure - Fair Value Measurements - Summary of Information About the Company's Financial Assets and Liabilities that are Measured at Fair Value on A Recurring Basis (Detail) Sheet http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail Fair Value Measurements - Summary of Information About the Company's Financial Assets and Liabilities that are Measured at Fair Value on A Recurring Basis (Detail) Details 36 false false R37.htm 1037 - Disclosure - Fair Value Measurements - Summary of the Following Table Provides the Significant Inputs to the Independent Third-Party's Pricing Model for the Fair Value of the Private Placement Warrants (Detail) Sheet http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail Fair Value Measurements - Summary of the Following Table Provides the Significant Inputs to the Independent Third-Party's Pricing Model for the Fair Value of the Private Placement Warrants (Detail) Details 37 false false R38.htm 1038 - Disclosure - Fair Value Measurements - Summary of the Following Table Provides A Summary of the Changes in the Fair Value of the Company's Level 3 Financial Instruments that are Measured at Fair Value on A Recurring Basis (Detail) Sheet http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesASummaryOfTheChangesInTheFairValueOfTheCompanySLevel3FinancialInstrumentsThatAreMeasuredAtFairValueOnARecurringBasisDetail Fair Value Measurements - Summary of the Following Table Provides A Summary of the Changes in the Fair Value of the Company's Level 3 Financial Instruments that are Measured at Fair Value on A Recurring Basis (Detail) Details 38 false false R39.htm 1039 - Disclosure - Fair Value Measurements - Additional Information (Detail) Sheet http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail Fair Value Measurements - Additional Information (Detail) Details 39 false false R40.htm 1040 - Disclosure - Subsequent Events - Additional Information (Detail) Sheet http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail Subsequent Events - Additional Information (Detail) Details 40 false false All Reports Book All Reports [dq-0542-Deprecated-Concept] Concept DueToRelatedPartiesCurrent in us-gaap/2022 used in 6 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. d453042d10k.htm 3245, 4788, 5990 [dq-0542-Deprecated-Concept] Concept DueToRelatedPartiesCurrentAndNoncurrent in us-gaap/2022 used in 2 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. d453042d10k.htm 5082, 5990 [dq-0542-Deprecated-Concept] Concept RelatedPartyTransactionSellingGeneralAndAdministrativeExpensesFromTransactionsWithRelatedParty in us-gaap/2022 used in 2 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. d453042d10k.htm 5082 [ix-0514-Hidden-Fact-Eligible-For-Transform] WARN: 1 fact(s) appearing in ix:hidden were eligible for transformation: dei:EntityAddressStateOrProvince - d453042d10k.htm 7 d453042d10k.htm d453042dex1011.htm d453042dex1012.htm d453042dex1013.htm d453042dex1014.htm d453042dex311.htm d453042dex312.htm d453042dex321.htm d453042dex322.htm irrx-20221231.xsd irrx-20221231_cal.xml irrx-20221231_def.xml irrx-20221231_lab.xml irrx-20221231_pre.xml http://fasb.org/us-gaap/2022 http://xbrl.sec.gov/dei/2022 true true JSON 62 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "d453042d10k.htm": { "axisCustom": 6, "axisStandard": 17, "baseTaxonomies": { "http://fasb.org/us-gaap/2022": 396, "http://xbrl.sec.gov/dei/2022": 45 }, "contextCount": 165, "dts": { "calculationLink": { "local": [ "irrx-20221231_cal.xml" ] }, "definitionLink": { "local": [ "irrx-20221231_def.xml" ] }, "inline": { "local": [ "d453042d10k.htm" ] }, "labelLink": { "local": [ "irrx-20221231_lab.xml" ] }, "presentationLink": { "local": [ "irrx-20221231_pre.xml" ] }, "schema": { "local": [ "irrx-20221231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/arcrole/factExplanatory-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-2022.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-roles-2022.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-types-2022.xsd", "https://xbrl.fasb.org/srt/2022q3/srt-sup-2022q3.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-gaap-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-roles-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-types-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022q3/us-gaap-sup-2022q3.xsd", "https://xbrl.sec.gov/country/2022/country-2022.xsd", "https://xbrl.sec.gov/currency/2022/currency-2022.xsd", "https://xbrl.sec.gov/dei/2022/dei-2022.xsd", "https://xbrl.sec.gov/exch/2022/exch-2022.xsd", "https://xbrl.sec.gov/naics/2022/naics-2022.xsd", "https://xbrl.sec.gov/sic/2022/sic-2022.xsd", "https://xbrl.sec.gov/stpr/2022/stpr-2022.xsd" ] } }, "elementCount": 451, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2022": 1, "http://xbrl.sec.gov/dei/2022": 4, "total": 5 }, "keyCustom": 93, "keyStandard": 181, "memberCustom": 29, "memberStandard": 24, "nsprefix": "irrx", "nsuri": "http://www.businesswire.com/20221231", "report": { "R1": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "1001 - Document - Cover Page", "menuCat": "Cover", "order": "1", "role": "http://www.businesswire.com/role/CoverPage", "shortName": "Cover Page", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "irrx:PrivatePlacementTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1010 - Disclosure - Private Placement", "menuCat": "Notes", "order": "10", "role": "http://www.businesswire.com/role/PrivatePlacement", "shortName": "Private Placement", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "irrx:PrivatePlacementTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1011 - Disclosure - Related Party Transactions", "menuCat": "Notes", "order": "11", "role": "http://www.businesswire.com/role/RelatedPartyTransactions", "shortName": "Related Party Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1012 - Disclosure - Commitments And Contingencies", "menuCat": "Notes", "order": "12", "role": "http://www.businesswire.com/role/CommitmentsAndContingencies", "shortName": "Commitments And Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "irrx:WarrantLiabilitiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1013 - Disclosure - Warrant Liabilities", "menuCat": "Notes", "order": "13", "role": "http://www.businesswire.com/role/WarrantLiabilities", "shortName": "Warrant Liabilities", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "irrx:WarrantLiabilitiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1014 - Disclosure - Income Tax", "menuCat": "Notes", "order": "14", "role": "http://www.businesswire.com/role/IncomeTax", "shortName": "Income Tax", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1015 - Disclosure - Stockholders' Equity", "menuCat": "Notes", "order": "15", "role": "http://www.businesswire.com/role/StockholdersEquity", "shortName": "Stockholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1016 - Disclosure - Fair Value Measurements", "menuCat": "Notes", "order": "16", "role": "http://www.businesswire.com/role/FairValueMeasurements", "shortName": "Fair Value Measurements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1017 - Disclosure - Subsequent Events", "menuCat": "Notes", "order": "17", "role": "http://www.businesswire.com/role/SubsequentEvents", "shortName": "Subsequent Events", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "irrx:EmergingGrowthCompanyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1018 - Disclosure - Summary of Significant Accounting Policies (Policies)", "menuCat": "Policies", "order": "18", "role": "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies", "shortName": "Summary of Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "irrx:EmergingGrowthCompanyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "ix:continuation", "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1019 - Disclosure - Summary of Significant Accounting Policies (Tables)", "menuCat": "Tables", "order": "19", "role": "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesTables", "shortName": "Summary of Significant Accounting Policies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Cash", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002 - Statement - Balance Sheet", "menuCat": "Statements", "order": "2", "role": "http://www.businesswire.com/role/BalanceSheet", "shortName": "Balance Sheet", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "lang": null, "name": "us-gaap:PrepaidExpenseAndOtherAssetsCurrent", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1020 - Disclosure - Income Tax (Tables)", "menuCat": "Tables", "order": "20", "role": "http://www.businesswire.com/role/IncomeTaxTables", "shortName": "Income Tax (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1021 - Disclosure - Fair Value Measurements (Tables)", "menuCat": "Tables", "order": "21", "role": "http://www.businesswire.com/role/FairValueMeasurementsTables", "shortName": "Fair Value Measurements (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "div", "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "dei:EntityIncorporationDateOfIncorporation", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1022 - Disclosure - Description of Organization, Business Operations, and Liquidity - Additional Information (Detail)", "menuCat": "Details", "order": "22", "role": "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "shortName": "Description of Organization, Business Operations, and Liquidity - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "dei:EntityIncorporationDateOfIncorporation", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1023 - Disclosure - Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Detail)", "menuCat": "Details", "order": "23", "role": "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail", "shortName": "Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Common Share (Detail)", "subGroupType": "details", "uniqueAnchor": null }, "R24": { "firstAnchor": { "ancestors": [ "div", "irrx:PrivatePlacementTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P11_11_2021To11_11_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceInitialPublicOffering", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1024 - Disclosure - Summary of Significant Accounting Policies - Schedule Of Class A Common Stock Subject to Possible Redemption (Detail)", "menuCat": "Details", "order": "24", "role": "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail", "shortName": "Summary of Significant Accounting Policies - Schedule Of Class A Common Stock Subject to Possible Redemption (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "ix:continuation", "irrx:TemporaryEquityPolicyTextBlock", "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021_CommonClassAMemberusgaapStatementClassOfStockAxis", "decimals": "0", "lang": null, "name": "irrx:ProceedsAllocatedToWarrants", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "div", "us-gaap:ConcentrationRiskCreditRisk", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CashFDICInsuredAmount", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1025 - Disclosure - Summary of Significant Accounting Policies - Additional Information (Detail)", "menuCat": "Details", "order": "25", "role": "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "shortName": "Summary of Significant Accounting Policies - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:ConcentrationRiskCreditRisk", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CashFDICInsuredAmount", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "div", "irrx:InitialPublicOfferTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "2", "first": true, "lang": null, "name": "irrx:EstimatedFairValueOfTheShares", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1026 - Disclosure - Initial Public Offering - Additional Information (Detail)", "menuCat": "Details", "order": "26", "role": "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "shortName": "Initial Public Offering - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "irrx:InitialPublicOfferTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "2", "first": true, "lang": null, "name": "irrx:EstimatedFairValueOfTheShares", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceOfPrivatePlacement", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1027 - Disclosure - Private Placement - Additional Information (Detail)", "menuCat": "Details", "order": "27", "role": "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "shortName": "Private Placement - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "irrx:PrivatePlacementTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn11_16_2021_CommonClassAMemberusgaapStatementClassOfStockAxis", "decimals": "0", "lang": null, "name": "us-gaap:ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockIssuedDuringPeriodValueNewIssues", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1028 - Disclosure - Related Party Transactions - Additional Information (Detail)", "menuCat": "Details", "order": "28", "role": "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "shortName": "Related Party Transactions - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn03_12_2021", "decimals": "0", "lang": null, "name": "irrx:MaximumBorrowingCapacityOfRelatedPartyPromissoryNote", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": "INF", "first": true, "lang": null, "name": "irrx:ClassOfWarrantsOrRightsWarrantsIssuedDuringThePeriodUnits", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1029 - Disclosure - Commitments And Contingencies - Additional Information (Detail)", "menuCat": "Details", "order": "29", "role": "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "shortName": "Commitments And Contingencies - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": "INF", "first": true, "lang": null, "name": "irrx:ClassOfWarrantsOrRightsWarrantsIssuedDuringThePeriodUnits", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "us-gaap:PreferredStockParOrStatedValuePerShare", "div", "div", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:PreferredStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003 - Statement - Balance Sheet (Parenthetical)", "menuCat": "Statements", "order": "3", "role": "http://www.businesswire.com/role/BalanceSheetParenthetical", "shortName": "Balance Sheet (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "us-gaap:PreferredStockSharesOutstanding", "us-gaap:PreferredStockSharesIssued", "us-gaap:PreferredStockSharesOutstanding", "div", "div", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "INF", "lang": null, "name": "us-gaap:PreferredStockSharesIssued", "reportCount": 1, "unique": true, "unitRef": "Unit_shares", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "div", "irrx:WarrantLiabilitiesTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "irrx:NumberOfDaysAfterTheConsummationOfBusinessCombinationForWarrantsToBeExercised", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1030 - Disclosure - Warrant Liabilities - Additional Information (Detail)", "menuCat": "Details", "order": "30", "role": "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail", "shortName": "Warrant Liabilities - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "irrx:WarrantLiabilitiesTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": null, "first": true, "lang": "en-US", "name": "irrx:NumberOfDaysAfterTheConsummationOfBusinessCombinationForWarrantsToBeExercised", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1031 - Disclosure - Income Tax - Additional Information (Detail)", "menuCat": "Details", "order": "31", "role": "http://www.businesswire.com/role/IncomeTaxAdditionalInformationDetail", "shortName": "Income Tax - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ValuationAllowanceDeferredTaxAssetChangeInAmount", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1032 - Disclosure - Income Tax - Summary of the Income Tax Provision (Detail)", "menuCat": "Details", "order": "32", "role": "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail", "shortName": "Income Tax - Summary of the Income Tax Provision (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "irrx:ScheduleOfTheCompanysNetDeferredTaxAssetsTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "irrx:DeferredTaxAssetsStartupcosts", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1033 - Disclosure - Income Tax - Summary of the Company's Net Deferred Tax Assets (Detail)", "menuCat": "Details", "order": "33", "role": "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail", "shortName": "Income Tax - Summary of the Company's Net Deferred Tax Assets (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "irrx:ScheduleOfTheCompanysNetDeferredTaxAssetsTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "irrx:DeferredTaxAssetsStartupcosts", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": "4", "first": true, "lang": null, "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1034 - Disclosure - Income Tax - Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Detail)", "menuCat": "Details", "order": "34", "role": "http://www.businesswire.com/role/IncomeTaxSummaryOfAReconciliationOfTheFederalIncomeTaxRateToTheCompanySEffectiveTaxRateDetail", "shortName": "Income Tax - Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": "4", "first": true, "lang": null, "name": "us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "div", "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn11_16_2021", "decimals": "4", "first": true, "lang": null, "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1035 - Disclosure - Stockholders' Equity - Additional Information (Detail)", "menuCat": "Details", "order": "35", "role": "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "shortName": "Stockholders' Equity - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022_CommonClassAMemberusgaapStatementClassOfStockAxis", "decimals": "2", "lang": null, "name": "irrx:PercentOfConvertibleShareToOutstandingShares", "reportCount": 1, "unique": true, "unitRef": "Unit_pure", "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AssetsHeldInTrustNoncurrent", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1036 - Disclosure - Fair Value Measurements - Summary of Information About the Company's Financial Assets and Liabilities that are Measured at Fair Value on A Recurring Basis (Detail)", "menuCat": "Details", "order": "36", "role": "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail", "shortName": "Fair Value Measurements - Summary of Information About the Company's Financial Assets and Liabilities that are Measured at Fair Value on A Recurring Basis (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "us-gaap:FairValueDisclosuresTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022_FairValueMeasurementsRecurringMemberusgaapFairValueByMeasurementFrequencyAxis", "decimals": "0", "lang": null, "name": "us-gaap:AssetsHeldInTrustNoncurrent", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022_MeasurementInputSharePriceMemberusgaapMeasurementInputTypeAxis_PrivatePlacementWarrantsMemberusgaapClassOfWarrantOrRightAxis_WarrantMemberusgaapFinancialInstrumentAxis", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:WarrantsAndRightsOutstandingMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1037 - Disclosure - Fair Value Measurements - Summary of the Following Table Provides the Significant Inputs to the Independent Third-Party's Pricing Model for the Fair Value of the Private Placement Warrants (Detail)", "menuCat": "Details", "order": "37", "role": "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail", "shortName": "Fair Value Measurements - Summary of the Following Table Provides the Significant Inputs to the Independent Third-Party's Pricing Model for the Fair Value of the Private Placement Warrants (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022_MeasurementInputSharePriceMemberusgaapMeasurementInputTypeAxis_PrivatePlacementWarrantsMemberusgaapClassOfWarrantOrRightAxis_WarrantMemberusgaapFinancialInstrumentAxis", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:WarrantsAndRightsOutstandingMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2021_PrivatePlacementWarrantsMemberusgaapClassOfWarrantOrRightAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1038 - Disclosure - Fair Value Measurements - Summary of the Following Table Provides A Summary of the Changes in the Fair Value of the Company's Level 3 Financial Instruments that are Measured at Fair Value on A Recurring Basis (Detail)", "menuCat": "Details", "order": "38", "role": "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesASummaryOfTheChangesInTheFairValueOfTheCompanySLevel3FinancialInstrumentsThatAreMeasuredAtFairValueOnARecurringBasisDetail", "shortName": "Fair Value Measurements - Summary of the Following Table Provides A Summary of the Changes in the Fair Value of the Company's Level 3 Financial Instruments that are Measured at Fair Value on A Recurring Basis (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2021_PrivatePlacementWarrantsMemberusgaapClassOfWarrantOrRightAxis", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AvailableForSaleDebtSecuritiesAmortizedCostBasis", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1039 - Disclosure - Fair Value Measurements - Additional Information (Detail)", "menuCat": "Details", "order": "39", "role": "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail", "shortName": "Fair Value Measurements - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn12_31_2022", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AvailableForSaleDebtSecuritiesAmortizedCostBasis", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:OperatingCostsAndExpenses", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004 - Statement - Statement of Operations", "menuCat": "Statements", "order": "4", "role": "http://www.businesswire.com/role/StatementOfOperations", "shortName": "Statement of Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:OperatingCostsAndExpenses", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "div", "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn11_16_2021", "decimals": "4", "first": true, "lang": null, "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unitRef": "Unit_USD_per_Share", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1040 - Disclosure - Subsequent Events - Additional Information (Detail)", "menuCat": "Details", "order": "40", "role": "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail", "shortName": "Subsequent Events - Additional Information (Detail)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "div", "us-gaap:SubsequentEventsTextBlock", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P08_15_2023To08_15_2023_SubsequentEventMemberusgaapSubsequentEventTypeAxis", "decimals": "0", "lang": null, "name": "us-gaap:DebtInstrumentConvertibleNumberOfEquityInstruments", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn03_11_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1005 - Statement - Statement of Changes in Shareholders' Equity", "menuCat": "Statements", "order": "5", "role": "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity", "shortName": "Statement of Changes in Shareholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "PAsOn03_11_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "Unit_USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1006 - Statement - Statement of Cash Flows", "menuCat": "Statements", "order": "6", "role": "http://www.businesswire.com/role/StatementOfCashFlows", "shortName": "Statement of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P03_12_2021To12_31_2021", "decimals": "0", "lang": null, "name": "irrx:ReinvestedDividendsEarnedOnFundsHeldInTrust", "reportCount": 1, "unique": true, "unitRef": "Unit_USD", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1007 - Disclosure - Description of Organization, Business Operations, and Liquidity", "menuCat": "Notes", "order": "7", "role": "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidity", "shortName": "Description of Organization, Business Operations, and Liquidity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1008 - Disclosure - Summary of Significant Accounting Policies", "menuCat": "Notes", "order": "8", "role": "http://www.businesswire.com/role/SummaryOfSignificantAccountingPolicies", "shortName": "Summary of Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "irrx:InitialPublicOfferTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "1009 - Disclosure - Initial Public Offering", "menuCat": "Notes", "order": "9", "role": "http://www.businesswire.com/role/InitialPublicOffering", "shortName": "Initial Public Offering", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "div", "div", "body", "html" ], "baseRef": "d453042d10k.htm", "contextRef": "P01_01_2022To12_31_2022", "decimals": null, "first": true, "lang": "en-US", "name": "irrx:InitialPublicOfferTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 54, "tag": { "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r459", "r460", "r461" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r459", "r460", "r461" ], "lang": { "en-us": { "role": { "label": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r459", "r460", "r461" ], "lang": { "en-us": { "role": { "label": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2022", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r459", "r460", "r461" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "gYearItemType" }, "dei_DocumentInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Document Information [Line Items]" } } }, "localname": "DocumentInformationLineItems", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_DocumentInformationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package.", "label": "Document Information [Table]" } } }, "localname": "DocumentInformationTable", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "stringItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r462" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r457" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r457" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityExTransitionPeriod": { "auth_ref": [ "r465" ], "lang": { "en-us": { "role": { "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.", "label": "Entity Ex Transition Period" } } }, "localname": "EntityExTransitionPeriod", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r457" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationDateOfIncorporation": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Date when an entity was incorporated", "label": "Entity Incorporation, Date of Incorporation", "terseLabel": "Date of incorporation" } } }, "localname": "EntityIncorporationDateOfIncorporation", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "dateItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r463" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r457" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r457" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r457" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r457" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r464" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r459", "r460", "r461" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "booleanItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r456" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r458" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "tradingSymbolItemType" }, "irrx_AccruedFranchiseTax": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 11.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accrued Franchise Tax", "label": "Accrued Franchise Tax" } } }, "localname": "AccruedFranchiseTax", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "irrx_AccruedOfferingCosts": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 10.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Accrued Offering Costs.", "label": "Accrued Offering Costs" } } }, "localname": "AccruedOfferingCosts", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "irrx_AcquisitionValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Acquisition value.", "label": "Acquisition Value", "verboseLabel": "Acquisition value" } } }, "localname": "AcquisitionValue", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_AdditionalCommittedFundAmountByRelatedPartyForWorkingCapitalDeficienciesOrFinanceTransactionCosts": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Additional committed fund amount by related party for working capital deficiencies or finance transaction costs.", "label": "Additional Committed Fund Amount By Related Party For Working Capital Deficiencies Or Finance Transaction Costs", "terseLabel": "Additional committed fund amount by related party for working capital deficiencies or finance transaction costs" } } }, "localname": "AdditionalCommittedFundAmountByRelatedPartyForWorkingCapitalDeficienciesOrFinanceTransactionCosts", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_AdjustedPercentageOfExercisePriceOfWarrants": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Adjusted percentage of exercise price of warrants.", "label": "Adjusted Percentage Of Exercise Price Of Warrants" } } }, "localname": "AdjustedPercentageOfExercisePriceOfWarrants", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "irrx_AdjustedPercentageOfRedemptionTriggerPriceOfShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Adjusted percentage of redemption trigger price of shares.", "label": "Adjusted Percentage Of Redemption Trigger Price Of Shares", "terseLabel": "Adjusted percentage of redemption trigger price of shares" } } }, "localname": "AdjustedPercentageOfRedemptionTriggerPriceOfShares", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "irrx_AdjustmentsToAdditionalPaidInCapitalExcessFairValueOfFounderShares": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Adjustments To Additional Paid In Capital Excess Fair Value Of Founder Shares", "label": "Adjustments To Additional Paid In Capital Excess Fair Value Of Founder Shares", "terseLabel": "Excess fair value of founder shares attributable to anchor investors", "verboseLabel": "Adjustments To Additional Paid In Capital Excess Fair Value Of Founder Shares" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalExcessFairValueOfFounderShares", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_Adjustmentstoadditionalpaidincapitalprivateplacementproceedsdepositedintrustaccount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "AdjustmentsToAdditionalPaidInCapitalPrivatePLacementProceedsDepositedInTrustAccount.", "label": "AdjustmentsToAdditionalPaidInCapitalPrivatePLacementProceedsDepositedInTrustAccount", "terseLabel": "Private Placement Proceeds Deposited in Trust Account" } } }, "localname": "Adjustmentstoadditionalpaidincapitalprivateplacementproceedsdepositedintrustaccount", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "irrx_AdministrativeSupportAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Administrative support agreement.", "label": "Administrative Support Agreement [Member]", "terseLabel": "Administrative Support Agreement [Member]" } } }, "localname": "AdministrativeSupportAgreementMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_AgreementTypeAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Agreement Type [Axis]", "terseLabel": "Agreement Type [Axis]" } } }, "localname": "AgreementTypeAxis", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_AgreementTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Agreement Type [Domain]", "terseLabel": "Agreement Type [Domain]" } } }, "localname": "AgreementTypeDomain", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_AnchorInvestmentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Anchor Investment.", "label": "Anchor Investment [Member]" } } }, "localname": "AnchorInvestmentMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_AvailableForSaleMaturityDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Available-for-sale, maturity date.", "label": "Available For Sale Maturity Date", "verboseLabel": "Maturity date" } } }, "localname": "AvailableForSaleMaturityDate", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_BasisAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Basis [Axis]", "terseLabel": "Basis [Axis]" } } }, "localname": "BasisAxis", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_BasisDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Basis [Domain]", "terseLabel": "Basis [Domain]" } } }, "localname": "BasisDomain", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_BusinessCombinationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Business Combination [Member]" } } }, "localname": "BusinessCombinationMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_ClassARedeemableCommonStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Class A Redeemable Common Stock [Member]" } } }, "localname": "ClassARedeemableCommonStockMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations" ], "xbrltype": "domainItemType" }, "irrx_ClassBNonRedeemableCommonStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Class B Non Redeemable Common Stock [Member]" } } }, "localname": "ClassBNonRedeemableCommonStockMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations" ], "xbrltype": "domainItemType" }, "irrx_ClassOfWarrantsOrRightsIssuePricePerWarrant": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants or rights issue price per warrant.", "label": "Class Of Warrants Or Rights Issue Price Per Warrant", "terseLabel": "Class of warrants or rights issue price per warrant" } } }, "localname": "ClassOfWarrantsOrRightsIssuePricePerWarrant", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "irrx_ClassOfWarrantsOrRightsNumberOfWarrantsIssuedDuringThePeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants or rights number of warrants issued during the period.", "label": "Class Of Warrants Or Rights Number Of Warrants Issued During The Period", "terseLabel": "Class of warrants or rights number of warrants issued during the period" } } }, "localname": "ClassOfWarrantsOrRightsNumberOfWarrantsIssuedDuringThePeriod", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "irrx_ClassOfWarrantsOrRightsRedemptionPricePerUnit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants or rights redemption price per unit.", "label": "Class Of Warrants Or Rights Redemption Price Per Unit", "terseLabel": "Class of warrants or rights redemption price per unit" } } }, "localname": "ClassOfWarrantsOrRightsRedemptionPricePerUnit", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "irrx_ClassOfWarrantsOrRightsWarrantsIssuedDuringThePeriodUnits": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class of warrants or rights warrants issued during the period units.", "label": "Class of warrants or rights warrants issued during the period units", "verboseLabel": "Class of warrants or rights warrants issued during the period units" } } }, "localname": "ClassOfWarrantsOrRightsWarrantsIssuedDuringThePeriodUnits", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "irrx_ContingentFeeExpectedToBeChargedAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Contingent fee expected to be charged, Amount.", "label": "Contingent Fee Expected To Be Charged Amount", "verboseLabel": "Contingent fee expected to be charged, Amount" } } }, "localname": "ContingentFeeExpectedToBeChargedAmount", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_ContingentFeeExpectedToBeChargedPercentageOfTheAcquisitionValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contingent fee expected to be charged, Percentage of the Acquisition Value.", "label": "Contingent Fee Expected To Be Charged Percentage Of The Acquisition Value", "terseLabel": "Contingent fee expected to be charged, Percentage of the Acquisition Value" } } }, "localname": "ContingentFeeExpectedToBeChargedPercentageOfTheAcquisitionValue", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "irrx_DeferredTaxAssetBusinessCombinationExpenses": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred tax asset, business combination expenses.", "label": "Deferred Tax Asset, Business Combination Expenses", "terseLabel": "Business Combination Expenses" } } }, "localname": "DeferredTaxAssetBusinessCombinationExpenses", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail" ], "xbrltype": "monetaryItemType" }, "irrx_DeferredTaxAssetsStartupcosts": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred Tax Assets StartupCosts", "label": "Deferred Tax Assets StartupCosts", "terseLabel": "Organizational/Start-up\u00a0Costs" } } }, "localname": "DeferredTaxAssetsStartupcosts", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail" ], "xbrltype": "monetaryItemType" }, "irrx_DeferredUnderwritingFeePayable": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Deferred underwriting fee payable.", "label": "Deferred Underwriting Fee Payable", "terseLabel": "Deferred Underwriting fee payable" } } }, "localname": "DeferredUnderwritingFeePayable", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "irrx_DeferredUnderwritingFeePayableNoncurrent": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 16.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred Underwriting Fee Payable Noncurrent", "label": "Deferred Underwriting Fee Payable Noncurrent", "terseLabel": "Deferred Underwriting Fee Payable" } } }, "localname": "DeferredUnderwritingFeePayableNoncurrent", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "irrx_DeferredUnderwritingFeesPayable": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Deferred underwriting fees payable.", "label": "Deferred Underwriting Fees Payable", "terseLabel": "Deferred underwriting fees payable" } } }, "localname": "DeferredUnderwritingFeesPayable", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_DetailsAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Details.", "label": "Details [Axis]" } } }, "localname": "DetailsAxis", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_DetailsDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Details.", "label": "Details [Domain]" } } }, "localname": "DetailsDomain", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_DisclosureOfPrivatePlacementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of private placement.", "label": "Disclosure Of Private Placement [Line Items]" } } }, "localname": "DisclosureOfPrivatePlacementLineItems", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_DisclosureOfPrivatePlacementTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of private placement.", "label": "Disclosure Of Private Placement [Table]" } } }, "localname": "DisclosureOfPrivatePlacementTable", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_DiscountOnAvailableForSaleSecuritiesDebtSecurities": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Discount on available for sale securities debt securities.", "label": "Discount On Available For Sale Securities Debt Securities", "verboseLabel": "Discounted cost basis" } } }, "localname": "DiscountOnAvailableForSaleSecuritiesDebtSecurities", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_DissolutionExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Dissolution Expense.", "label": "Dissolution Expense", "verboseLabel": "Dissolution Expense" } } }, "localname": "DissolutionExpense", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_EffectiveIncomeTaxRateReconciliationBusinessCombinationCosts": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Effective income tax rate reconciliation business combination costs.", "label": "Effective Income Tax Rate Reconciliation Business Combination Costs", "terseLabel": "Business Combination Costs" } } }, "localname": "EffectiveIncomeTaxRateReconciliationBusinessCombinationCosts", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfAReconciliationOfTheFederalIncomeTaxRateToTheCompanySEffectiveTaxRateDetail" ], "xbrltype": "percentItemType" }, "irrx_EffectiveIncomeTaxRateReconciliationPermanentDifferenceWarrantIssueCosts": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation Permanent Difference Warrant Issue Costs", "label": "Effective Income Tax Rate Reconciliation Permanent Difference Warrant Issue Costs", "terseLabel": "Permanent Difference - Warrant Issue Costs" } } }, "localname": "EffectiveIncomeTaxRateReconciliationPermanentDifferenceWarrantIssueCosts", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfAReconciliationOfTheFederalIncomeTaxRateToTheCompanySEffectiveTaxRateDetail" ], "xbrltype": "percentItemType" }, "irrx_EffectiveIncomeTaxRateReconciliationPermanentDifferencesChangeInFvOfWarrantLiability": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "=Effective Income Tax Rate Reconciliation Permanent Differences Change in FV of Warrant Liability", "label": "Effective Income Tax Rate Reconciliation Permanent Differences Change in FV of Warrant Liability", "terseLabel": "Permanent Difference - Change in FV of Warrant" } } }, "localname": "EffectiveIncomeTaxRateReconciliationPermanentDifferencesChangeInFvOfWarrantLiability", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfAReconciliationOfTheFederalIncomeTaxRateToTheCompanySEffectiveTaxRateDetail" ], "xbrltype": "percentItemType" }, "irrx_ElectedPeriodOfExtensionTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Elected Period Of Extension Two.", "label": "Elected Period Of Extension Two [Member]" } } }, "localname": "ElectedPeriodOfExtensionTwoMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_EmergingGrowthCompanyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Emerging Growth Company [Policy Text Block].", "label": "Emerging Growth Company [Policy Text Block]", "terseLabel": "Emerging Growth Company" } } }, "localname": "EmergingGrowthCompanyPolicyTextBlock", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "irrx_EstimatedFairValueOfTheShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Estimated fair value of the shares.", "label": "Estimated fair value of the shares", "verboseLabel": "Estimated fair value of the shares" } } }, "localname": "EstimatedFairValueOfTheShares", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "irrx_EventAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Event", "label": "Event [Axis]" } } }, "localname": "EventAxis", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_EventDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Event", "label": "Event [Domain]" } } }, "localname": "EventDomain", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_ExcessFairValueOverConsiderationOfTheOfferedSharesOfferedToTheAnchorInvestors": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Excess Fair Value Over Consideration of the Offered Shares Offered To The Anchor Investors", "label": "Excess Fair Value Over Consideration of the Offered Shares Offered To The Anchor Investors" } } }, "localname": "ExcessFairValueOverConsiderationOfTheOfferedSharesOfferedToTheAnchorInvestors", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_ExcessOfFairValueOfFounderSharesAttributableToAnchorInvestorsNoncashTransaction": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Excess of Fair Value of Founder Shares Attributable to Anchor Investors Noncash Transaction.", "label": "Excess of Fair Value of Founder Shares Attributable to Anchor Investors Noncash Transaction", "terseLabel": "Excess of Fair Value of Founder Shares Attributable to Anchor Investors" } } }, "localname": "ExcessOfFairValueOfFounderSharesAttributableToAnchorInvestorsNoncashTransaction", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "irrx_ExciseTaxRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Excise tax rate.", "label": "Excise Tax Rate", "terseLabel": "Excise tax rate" } } }, "localname": "ExciseTaxRate", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "irrx_ExtentionOfInitialBusinessCombinationAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Extention Of Initial Business Combination [Axis]" } } }, "localname": "ExtentionOfInitialBusinessCombinationAxis", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_ExtentionOfInitialBusinessCombinationDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Extention Of Initial Business Combination [Domain]" } } }, "localname": "ExtentionOfInitialBusinessCombinationDomain", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_FairValueMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fair value", "label": "Fair Value [Member]", "terseLabel": "Fair Value of warrants" } } }, "localname": "FairValueMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "domainItemType" }, "irrx_FounderSharesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Founder shares.", "label": "Founder Shares [Member]" } } }, "localname": "FounderSharesMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_IncomeTaxDisclosureLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Income tax disclosure.", "label": "Income Tax Disclosure [Line Items]" } } }, "localname": "IncomeTaxDisclosureLineItems", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/IncomeTaxAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_IncomeTaxDisclosureTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Table]" } } }, "localname": "IncomeTaxDisclosureTable", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/IncomeTaxAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_IncreaseDecreaseInAccruedFranchiseTax": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase decrease in accrued franchise tax.", "label": "Increase Decrease in Accrued Franchise Tax", "terseLabel": "Accrued Franchise Tax" } } }, "localname": "IncreaseDecreaseInAccruedFranchiseTax", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "irrx_IncreaseDecreaseInAccruedOfferingCosts": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase decrease in accrued offering costs.", "label": "Increase Decrease in Accrued Offering Costs", "terseLabel": "Accrued Offering Costs" } } }, "localname": "IncreaseDecreaseInAccruedOfferingCosts", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "irrx_InflationReductionPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Inflation reduction.", "label": "Inflation Reduction [Policy Text Block]", "verboseLabel": "Inflation Reduction Act of 2022" } } }, "localname": "InflationReductionPolicyTextBlock", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "irrx_InitialClassificationOfWarrantLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Initial classification of warrant liability.", "label": "Initial Classification of Warrant Liability", "terseLabel": "Initial Fair Value of Warrant Liabilities" } } }, "localname": "InitialClassificationOfWarrantLiability", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "irrx_InitialPublicOfferTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Initial public offer [Text block].", "label": "Initial Public Offer [Text Block]", "terseLabel": "Initial Public Offering" } } }, "localname": "InitialPublicOfferTextBlock", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/InitialPublicOffering" ], "xbrltype": "textBlockItemType" }, "irrx_InterestAndIncomeEarnedOnCashAndTrustInvestments": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/StatementOfOperations": { "order": 4.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Interest and income earned on cash and trust investments.", "label": "Interest And Income Earned On Cash And Trust Investments", "terseLabel": "Interest and income earned on Cash and Trust Investments" } } }, "localname": "InterestAndIncomeEarnedOnCashAndTrustInvestments", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "irrx_InvestmentBankingAdvisoryAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Investment Banking Advisory Agreement [Member].", "label": "Investment Banking Advisory Agreement [Member]" } } }, "localname": "InvestmentBankingAdvisoryAgreementMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_InvestorAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Investor", "label": "Investor [Axis]" } } }, "localname": "InvestorAxis", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_InvestorDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Investor", "label": "Investor [Domain]" } } }, "localname": "InvestorDomain", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_JasonReevesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Jason Reeves [Member]" } } }, "localname": "JasonReevesMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_MaximumBorrowingCapacityOfRelatedPartyPromissoryNote": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum Borrowing Capacity Of Related Party Promissory Note", "label": "Maximum Borrowing Capacity Of Related Party Promissory Note", "terseLabel": "Maximum borrowing capacity of related party promissory note" } } }, "localname": "MaximumBorrowingCapacityOfRelatedPartyPromissoryNote", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_MinimumNoticePeriodToBeGivenToHoldersOfWarrantsPriorToRedemption": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum notice period to be given to holders of warrants prior to redemption.", "label": "Minimum Notice Period To Be Given To Holders Of Warrants Prior To Redemption", "terseLabel": "Minimum notice period to be given to holders of warrants prior to redemption" } } }, "localname": "MinimumNoticePeriodToBeGivenToHoldersOfWarrantsPriorToRedemption", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_NathanAsplundMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Nathan Asplund .", "label": "Nathan Asplund [Member]" } } }, "localname": "NathanAsplundMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_NumberOfDaysAfterTheConsummationOfBusinessCombinationForWarrantsToBeExercised": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of days after the consummation of business combination for warrants to be exercised.", "label": "Number Of Days After The Consummation Of Business Combination For Warrants To Be Exercised", "terseLabel": "Number of days after the consummation of business combination for warrants to be excercised" } } }, "localname": "NumberOfDaysAfterTheConsummationOfBusinessCombinationForWarrantsToBeExercised", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_NumberOfDaysFromWhichWarrantsBecomeExercisableAfterTheCompletionOfABusinessCombination": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Days From Which Warrants Become Exercisable After The Completion Of A Business Combination.", "label": "Number Of Days From Which Warrants Become Exercisable After The Completion Of A Business Combination", "verboseLabel": "Number Of Days From Which Warrants Become Exercisable After The Completion Of A Business Combination" } } }, "localname": "NumberOfDaysFromWhichWarrantsBecomeExercisableAfterTheCompletionOfABusinessCombination", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_NumberOfMonthsExtendedToConsummateABusinessCombinationForEachTime": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of Months Extended TO Consummate A Business Combination For Each Time", "label": "Number of Months Extended TO Consummate A Business Combination For Each Time", "terseLabel": "Extended Period to consummate a buiness combination for each time" } } }, "localname": "NumberOfMonthsExtendedToConsummateABusinessCombinationForEachTime", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_NumberOfTradingDaysForDeterminingTheExercisePriceOfWarrants": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of trading days for determining the exercise price of warrants.", "label": "Number Of Trading Days For Determining The Exercise Price Of Warrants", "terseLabel": "Number of trading days for determning the excercie price of warrants" } } }, "localname": "NumberOfTradingDaysForDeterminingTheExercisePriceOfWarrants", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_NumberOfTradingDaysForDeterminingTheVolumeWeightedAverageSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of trading days for determining the volume weighted average share price.", "label": "Number Of Trading Days For Determining The Volume Weighted Average Share Price", "terseLabel": "Number of trading days for determining the volume weighted average share price" } } }, "localname": "NumberOfTradingDaysForDeterminingTheVolumeWeightedAverageSharePrice", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_OfferingCostsAllocableToWarrantLiabilities": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.businesswire.com/role/StatementOfOperations": { "order": 2.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Offering costs allocable to warrant liabilities.", "label": "Offering Costs Allocable to Warrant Liabilities", "negatedLabel": "Offering costs allocable to warrant liabilities", "terseLabel": "Offering Costs allocable to warrant liabilities" } } }, "localname": "OfferingCostsAllocableToWarrantLiabilities", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows", "http://www.businesswire.com/role/StatementOfOperations", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_OfferingCostsAssociatedWithTheInitialPublicOfferingPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Offering Costs associated with the Initial Public Offering.", "label": "Offering Costs associated with the Initial Public Offering [Policy Text Block]", "terseLabel": "Offering Costs associated with the Initial Public Offering" } } }, "localname": "OfferingCostsAssociatedWithTheInitialPublicOfferingPolicyTextBlock", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "irrx_OneMonthToAprilFifteenthTwoThousandAndTwentyThreeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "One Month To April Fifteenth Two Thousand And Twenty Three [Member]", "terseLabel": "One month to April 15, 2023 [Member]" } } }, "localname": "OneMonthToAprilFifteenthTwoThousandAndTwentyThreeMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_OneMonthToMarchFifteenthTwoThousandAndTwentyThreeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "One Month To March Fifteenth Two Thousand And Twenty Three [Member]", "terseLabel": "One month to March 15, 2023 [Member]" } } }, "localname": "OneMonthToMarchFifteenthTwoThousandAndTwentyThreeMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_OrganizationConsolidationAndPresentationOfFinancialStatementsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization Consolidation And Presentation Of Financial Statements [Line Items]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsLineItems", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_OrganizationConsolidationAndPresentationOfFinancialStatementsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization Consolidation And Presentation Of Financial Statements [Table]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsTable", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_OtherOfferingCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Other Offering Costs.", "label": "Other Offering Costs", "terseLabel": "Other offering costs" } } }, "localname": "OtherOfferingCosts", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_OverallotmentExercisedInFullTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Overallotment Exercised In Full Two.", "label": "Overallotment Exercised In Full Two [Member]" } } }, "localname": "OverallotmentExercisedInFullTwoMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_PaymentOfCashUnderwritingDiscount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payment of cash underwriting discount.", "label": "Payment Of Cash Underwriting Discount", "terseLabel": "Payment of cash underwriting discount" } } }, "localname": "PaymentOfCashUnderwritingDiscount", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_PaymentToUnderwriters": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 22.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payment to underwriters", "label": "Payment to Underwriters", "negatedLabel": "Payment to Underwriters" } } }, "localname": "PaymentToUnderwriters", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "irrx_PerShareAmountElectedInTheEventOfPeriodExtension": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per Share Amount Elected In The Event Of Period Extension.", "label": "Per Share Amount Elected In The Event Of Period Extension", "terseLabel": "Per share amount elected in the event of period extension" } } }, "localname": "PerShareAmountElectedInTheEventOfPeriodExtension", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "irrx_PerShareAmountToBeMaintainedInTheTrustAccountForRedemptionOfPublicShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share amount to be maintained in the trust account for redemption of public shares.", "label": "Per Share Amount To Be Maintained In The Trust Account For Redemption Of Public Shares", "terseLabel": "Per share amount to be maintained in the trust account for redemption" } } }, "localname": "PerShareAmountToBeMaintainedInTheTrustAccountForRedemptionOfPublicShares", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "irrx_PerUnitAmountToBeMaintainedInTrustAccount": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per unit Amount TO Be Maintained IN Trust Account.", "label": "Per unit Amount TO Be Maintained In Trust Account", "terseLabel": "Per unit amount to be maintained in trust account" } } }, "localname": "PerUnitAmountToBeMaintainedInTrustAccount", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "irrx_PercentOfConvertibleShareToOutstandingShares": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percent of convertible share to outstanding shares.", "label": "Percent Of Convertible Share To Outstanding Shares", "verboseLabel": "Percent of convertible share to outstanding shares" } } }, "localname": "PercentOfConvertibleShareToOutstandingShares", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "irrx_PercentageOfAmountOfTrustAssetsOfTargetCompanyExcludingUnderwritingCommissionWorkingCapitalAndTaxes": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of amount of trust assets of target company excluding underwriting commission working capital and taxes.", "label": "Percentage Of Amount Of Trust Assets Of Target Company Excluding Underwriting Commission Working Capital And Taxes", "terseLabel": "Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax" } } }, "localname": "PercentageOfAmountOfTrustAssetsOfTargetCompanyExcludingUnderwritingCommissionWorkingCapitalAndTaxes", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "irrx_PercentageOfProceedsFromEquityIssuanceUsedOrToBeUsedForBusinessCombination": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of proceeds from equity issuance used or to be used for business combination.", "label": "Percentage Of Proceeds From Equity Issuance Used Or To Be Used For Business Combination", "terseLabel": "Percentage of proceeds from equity issuance used or to be used for business combination" } } }, "localname": "PercentageOfProceedsFromEquityIssuanceUsedOrToBeUsedForBusinessCombination", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "irrx_PercentageOfPublicShareholdingEligibleForTransferWithoutRestriction": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of public shareholding eligible for transfer without restriction.", "label": "Percentage Of Public Shareholding Eligible For Transfer Without Restriction", "terseLabel": "Percentage of the public shareholding eligible for transfer without restriction" } } }, "localname": "PercentageOfPublicShareholdingEligibleForTransferWithoutRestriction", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "irrx_PercentageOfPublicShareholdingToBeRedeemedInCaseOfNonOccurrenceOfBusinessCombination": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of public shareholding to be redeemed in case of non occurrence of business combination.", "label": "Percentage Of Public Shareholding To Be Redeemed In Case Of Non Occurrence Of Business Combination", "terseLabel": "Percentage of public shareholding to be redeemed in case of non occurrence of business combination" } } }, "localname": "PercentageOfPublicShareholdingToBeRedeemedInCaseOfNonOccurrenceOfBusinessCombination", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "irrx_PercentageOfThePublicSharesRedeemableInCaseBusinessCombinationIsNotConsummated": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of the public shares redeemable in case business combination is not consummated.", "label": "Percentage Of The Public Shares Redeemable In Case Business Combination Is Not Consummated", "terseLabel": "Percentage of the public shares redeemable in case business combination is not consummated" } } }, "localname": "PercentageOfThePublicSharesRedeemableInCaseBusinessCombinationIsNotConsummated", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "irrx_PostBusinessCombinationNetWorthRequirementToEffectBusinessCombinationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Post Business Combination Net Worth Requirement To Effect Business Combination [Member]", "terseLabel": "Post Business Combination Net Worth Requirement to Effect Business Combination [Member]" } } }, "localname": "PostBusinessCombinationNetWorthRequirementToEffectBusinessCombinationMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_PrivatePlacementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private placement.", "label": "Private Placement [Abstract]" } } }, "localname": "PrivatePlacementAbstract", "nsuri": "http://www.businesswire.com/20221231", "xbrltype": "stringItemType" }, "irrx_PrivatePlacementTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private placement.", "label": "Private Placement [Text Block]", "terseLabel": "Private Placement" } } }, "localname": "PrivatePlacementTextBlock", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/PrivatePlacement" ], "xbrltype": "textBlockItemType" }, "irrx_PrivatePlacementWarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private placement warrant.", "label": "Private placement warrant [Member]" } } }, "localname": "PrivatePlacementWarrantMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_PrivatePlacementWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Private Placement Warrants [Member]" } } }, "localname": "PrivatePlacementWarrantsMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesASummaryOfTheChangesInTheFairValueOfTheCompanySLevel3FinancialInstrumentsThatAreMeasuredAtFairValueOnARecurringBasisDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "domainItemType" }, "irrx_ProceedsAllocatedToWarrants": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds allocated to warrants.", "label": "Proceeds Allocated To Warrants", "terseLabel": "Proceeds allocated to Public Warrants" } } }, "localname": "ProceedsAllocatedToWarrants", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail" ], "xbrltype": "monetaryItemType" }, "irrx_ProceedsFromExtensionOfBusinessCombination": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Proceeds from extension of business combination.", "label": "Proceeds From Extension Of Business Combination", "terseLabel": "Proceeds from extension of business combination deadline from Sponsor" } } }, "localname": "ProceedsFromExtensionOfBusinessCombination", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "irrx_ProceedsFromExtensionOfBusinessCombinationDeadlineFromSponsor": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 23.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds from extension of business combination deadline from sponsor.", "label": "Proceeds From Extension Of Business Combination Deadline From Sponsor", "terseLabel": "Proceeds from extension of business combination deadline from Sponsor" } } }, "localname": "ProceedsFromExtensionOfBusinessCombinationDeadlineFromSponsor", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "irrx_PromissoryNoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Promissory note.", "label": "Promissory Note [Member]" } } }, "localname": "PromissoryNoteMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_ProspectiveEventTrigeeringAdjustmentToExercisePriceOfWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Prospective Event Trigeering Adjustment To Exercise Price Of Warrants.", "label": "Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member]" } } }, "localname": "ProspectiveEventTrigeeringAdjustmentToExercisePriceOfWarrantsMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_PublicWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Public warrants.", "label": "Public Warrants [Member]" } } }, "localname": "PublicWarrantsMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_ReinvestedDividendsEarnedOnFundsHeldInTrust": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Reinvested dividends earned on funds held in Trust.", "label": "Offering Costs allocated to warrant liability", "negatedLabel": "Reinvested dividends on funds held in Trust Account" } } }, "localname": "ReinvestedDividendsEarnedOnFundsHeldInTrust", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "irrx_RemeasurementOfCommonStockSubjectToRedemption": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Remeasurement of common stock subject to redemption.", "label": "Remeasurement Of Common Stock Subject To Redemption", "terseLabel": "Remeasurement of Common Stock Subject to Redemption" } } }, "localname": "RemeasurementOfCommonStockSubjectToRedemption", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "irrx_RonaldCurtCopleyMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Ronald Curt Copley [Member]" } } }, "localname": "RonaldCurtCopleyMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_ScheduleOfComponentsOfIncomeTaxExpenseBenefitAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of Components of Income Tax Expense Benefit [Abstract]" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitAbstract", "nsuri": "http://www.businesswire.com/20221231", "xbrltype": "stringItemType" }, "irrx_ScheduleOfEffectiveIncomeTaxRateReconciliationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of Effective Income Tax Rate Reconciliation", "label": "Schedule of Effective Income Tax Rate Reconciliation [Abstract]" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationAbstract", "nsuri": "http://www.businesswire.com/20221231", "xbrltype": "stringItemType" }, "irrx_ScheduleOfTheCompanysNetDeferredTaxAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of the Companys Net Deferred Tax Assets [Abstract]" } } }, "localname": "ScheduleOfTheCompanysNetDeferredTaxAssetsAbstract", "nsuri": "http://www.businesswire.com/20221231", "xbrltype": "stringItemType" }, "irrx_ScheduleOfTheCompanysNetDeferredTaxAssetsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of the Company's net deferred tax assets.", "label": "Schedule of the Companys Net Deferred Tax Assets [Table Text Block]", "terseLabel": "Summary of the Company's Net Deferred Tax Assets" } } }, "localname": "ScheduleOfTheCompanysNetDeferredTaxAssetsTableTextBlock", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/IncomeTaxTables" ], "xbrltype": "textBlockItemType" }, "irrx_ShareAvailableForPossibleRedemption": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share available for possible redemption.", "label": "Share Available For Possible Redemption", "terseLabel": "Share available for possible redemption" } } }, "localname": "ShareAvailableForPossibleRedemption", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "irrx_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsDateFairValue": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-based compensation arrangement by share-based payment award options grants date fair value.", "label": "Share based Compensation Arrangement By Share based Payment Award Options Grants Date Fair Value", "terseLabel": "Share-based compensation arrangement by share-based payment award options grants date fair value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsDateFairValue", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "irrx_SharePriceTrigerringTheRedemptionOfWarrantsOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share Price Trigerring The Redemption Of Warrants One.", "label": "Share Price Trigerring The Redemption Of Warrants One [Member]" } } }, "localname": "SharePriceTrigerringTheRedemptionOfWarrantsOneMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_ShareholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Shareholders equity.", "label": "Shareholders Equity [Abstract]", "terseLabel": "Stockholders' Equity [Abstract]" } } }, "localname": "ShareholdersEquityAbstract", "nsuri": "http://www.businesswire.com/20221231", "xbrltype": "stringItemType" }, "irrx_ShortTermTreasuryBillBondMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Short term treasury bill bond.", "label": "Short Term Treasury Bill Bond [Member]" } } }, "localname": "ShortTermTreasuryBillBondMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_SponsorMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Sponsor [Member]", "terseLabel": "Sponsor [Member]" } } }, "localname": "SponsorMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_SubjectToPossibleRedemptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Subject to possible redemption.", "label": "Subject To Possible Redemption [Member]" } } }, "localname": "SubjectToPossibleRedemptionMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_SummaryOfSignificantAccountingPoliciesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Summary Of Significant Accounting Policies [Line Items]" } } }, "localname": "SummaryOfSignificantAccountingPoliciesLineItems", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_SummaryOfSignificantAccountingPoliciesTable": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Summary Of Significant Accounting Policies [Table]" } } }, "localname": "SummaryOfSignificantAccountingPoliciesTable", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "irrx_TemporaryEquityIssuanceCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Temporary equity issuance costs.", "label": "Temporary Equity Issuance Costs", "terseLabel": "Common Stock issuance costs" } } }, "localname": "TemporaryEquityIssuanceCosts", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail" ], "xbrltype": "monetaryItemType" }, "irrx_TemporaryEquityPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Temporary equity [Policy text block].", "label": "Temporary Equity [Policy Text Block]", "terseLabel": "Class A Common Stock Subject to Possible Redemption" } } }, "localname": "TemporaryEquityPolicyTextBlock", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "irrx_TermOfRestrictedInvestments": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Term of restricted investments.", "label": "Term Of Restricted Investments", "terseLabel": "Term of restricted investments" } } }, "localname": "TermOfRestrictedInvestments", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_ThreeMonthsToFebruaryTwoThousandAndTwentyThreeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Three Months To February Two Thousand And Twenty Three [Member]", "terseLabel": "Three months to February 2023 [Member]" } } }, "localname": "ThreeMonthsToFebruaryTwoThousandAndTwentyThreeMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_ThresholdAmountToBeMaintainedInElectedTimePeriodOfExtensionIfUnderwritersOverallotmentExercisedInFull": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Threshold Amount To Be Maintained IN Elected Time Period Of Extension If Underwriters Overallotment Exercised IN Full", "label": "Threshold Amount To Be Maintained In Elected Time Period Of Extension If Underwriters Overallotment Exercised In Full", "terseLabel": "Threshold amount to be maintained in elected time period of extension if underwriters overallotment exercised in full" } } }, "localname": "ThresholdAmountToBeMaintainedInElectedTimePeriodOfExtensionIfUnderwritersOverallotmentExercisedInFull", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_ThresholdAmountToBeMaintainedInTrustAccountIfUnderwritersOverallotmentExercisedInFull": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Threshold Amount To Be Maintained In Trust Account If Underwriters Overallotment Exercised In Full.", "label": "Threshold Amount To Be Maintained In Trust Account If Underwriters Overallotment Exercised In Full", "terseLabel": "Threshold amount to be maintained in trust account if underwriters overallotment exercised in full" } } }, "localname": "ThresholdAmountToBeMaintainedInTrustAccountIfUnderwritersOverallotmentExercisedInFull", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_ThresholdBusinessDaysAfterTheClosingOfBusinessCombinationMakeEffortsToFileWithSecForEffectiveRegistration": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Threshold Business Days After The Closing Of Business Combination Make Efforts To File With SEC For Effective Registration.", "label": "Threshold Business Days After The Closing Of Business Combination Make Efforts To File With SEC For Effective Registration", "verboseLabel": "Threshold Business Days After The Closing Of Business Combination Make Efforts To File With SEC For Effective Registration" } } }, "localname": "ThresholdBusinessDaysAfterTheClosingOfBusinessCombinationMakeEffortsToFileWithSecForEffectiveRegistration", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_ThresholdPeriodAfterBusinessCombinationInWhichSpecifiedTradingDaysWithinAnySpecifiedTradingDayPeriodCommences": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences", "label": "Threshold Period After Business Combination In Which Specified Trading Days Within Any Specified Trading Day Period Commences", "terseLabel": "Threshold period after business combination in which specified trading days within any specified trading day period commences" } } }, "localname": "ThresholdPeriodAfterBusinessCombinationInWhichSpecifiedTradingDaysWithinAnySpecifiedTradingDayPeriodCommences", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_ThresholdPeriodForNotToTransferAssignOrSaleOfSharesOrWarrantsAfterCompletionOfInitialBusinessCombination": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Threshold Period For Not To Transfer Assign Or Sale Of Shares Or Warrants After Completion Of Initial Business Combination", "label": "Threshold Period For Not To Transfer Assign Or Sale Of Shares Or Warrants After Completion Of Initial Business Combination", "terseLabel": "Threshold period for not to transfer assign or sale of shares or warrants after completion of initial business combination" } } }, "localname": "ThresholdPeriodForNotToTransferAssignOrSaleOfSharesOrWarrantsAfterCompletionOfInitialBusinessCombination", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_ThresholdPeriodFromTheClosingOfInitialPublicOfferingToConsummateAnInitialBusinessCombination": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Threshold Period From The Closing Of Initial Public Offering To Consummate An Initial Business Combination", "label": "Threshold Period From The Closing Of Initial Public Offering To Consummate An Initial Business Combination", "terseLabel": "Threshold period from the closing of initial public offering to consummate an initial business combination" } } }, "localname": "ThresholdPeriodFromTheClosingOfInitialPublicOfferingToConsummateAnInitialBusinessCombination", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_TotalPeriodIncludingExtendedFromTheClosingOfInitialPublicOfferingToConsummateAnInitialBusinessCombination": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Total Period Including Extended From The Closing Of Initial Public Offering To Consummate An Initial Business Combination.", "label": "Total Period Including Extended From The Closing Of Initial Public Offering To Consummate An Initial Business Combination", "terseLabel": "Total period including extended from the closing of initial public offering to consummate an initial business combination" } } }, "localname": "TotalPeriodIncludingExtendedFromTheClosingOfInitialPublicOfferingToConsummateAnInitialBusinessCombination", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_TotalTransactionCostsAssociatedWithInitialPublicOffering": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total Transaction Costs Associated With Initial Public Offering .", "label": "Total Transaction Costs Associated With Initial Public Offering", "terseLabel": "Total transaction costs associated with initial public offering" } } }, "localname": "TotalTransactionCostsAssociatedWithInitialPublicOffering", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_Totaltransactioncostsinconnectionwithinitialpublicoffering": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "TotalTransactionCostsInConnectionWithInitialPublicOffering.", "label": "TotalTransactionCostsInConnectionWithInitialPublicOffering", "terseLabel": "Total transaction costs incurred in connection with initial public offering" } } }, "localname": "Totaltransactioncostsinconnectionwithinitialpublicoffering", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationStockPriceTrigger": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Stock Price Trigger", "label": "Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Stock Price Trigger", "terseLabel": "Transfer assign or sell any shares or warrants after completion of initial business combination stock price trigger" } } }, "localname": "TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationStockPriceTrigger", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "irrx_TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdConsecutiveTradingDays": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Consecutive Trading Days", "label": "Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Consecutive Trading Days", "terseLabel": "Transfer assign or sell any shares or warrants after completion of initial business combination threshold consecutive trading days" } } }, "localname": "TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdConsecutiveTradingDays", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdTradingDays": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Trading Days", "label": "Transfer Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination Threshold Trading Days", "terseLabel": "Transfer assign or sell any shares or warrants after completion of initial business combination threshold trading days" } } }, "localname": "TransferAssignOrSellAnySharesOrWarrantsAfterCompletionOfInitialBusinessCombinationThresholdTradingDays", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_TransferOfFundsHeldInTrustForPaymentOfFranchiseTax": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Transfer Of Funds Held In Trust For Payment Of Franchise Tax.", "label": "Transfer Of Funds Held In Trust For Payment Of Franchise Tax", "terseLabel": "Transfer of Funds Held in Trust for Payment of Franchise Tax" } } }, "localname": "TransferOfFundsHeldInTrustForPaymentOfFranchiseTax", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "irrx_UnderwritingAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Underwriting Agreement [Member]" } } }, "localname": "UnderwritingAgreementMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_UnderwritingCommission": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Underwriting commission.", "label": "Underwriting Commission", "terseLabel": "Underwriting Commission" } } }, "localname": "UnderwritingCommission", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_UnderwritingCommissionPerUnit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Underwriting commission per unit.", "label": "Underwriting Commission Per Unit", "terseLabel": "Underwriting Commission Per Unit" } } }, "localname": "UnderwritingCommissionPerUnit", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "irrx_UnderwritingDiscountPerUnit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Underwriting discount per unit.", "label": "Underwriting Discount Per Unit", "terseLabel": "Underwriting Discount Per Unit" } } }, "localname": "UnderwritingDiscountPerUnit", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "irrx_UnderwritingDiscountValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Underwriting discount value.", "label": "Underwriting Discount Value", "terseLabel": "Underwriting Discount Value" } } }, "localname": "UnderwritingDiscountValue", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_Underwritingdiscount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "UnderwritingDiscount.", "label": "UnderwritingDiscount", "terseLabel": "Underwriting discount" } } }, "localname": "Underwritingdiscount", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_UnitedStatesTreasuryInstrumentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "United States Treasury instrument Member.", "label": "United States Treasury Instrument [Member]" } } }, "localname": "UnitedStatesTreasuryInstrumentMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "irrx_VolumeWeightedAverageSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Volume weighted average share price.", "label": "Volume Weighted Average Share Price", "terseLabel": "Volume weighted average share price" } } }, "localname": "VolumeWeightedAverageSharePrice", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "irrx_WaivedPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Waived period.", "label": "Waived Period", "terseLabel": "Waived period" } } }, "localname": "WaivedPeriod", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "durationItemType" }, "irrx_WaiverOfAdministrativeFees": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Waiver of administrative fees.", "label": "Waiver Of Administrative Fees", "terseLabel": "Waiver of administrative fees" } } }, "localname": "WaiverOfAdministrativeFees", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_WarrantLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrant liabilities.", "label": "Warrant liabilities [Abstract]" } } }, "localname": "WarrantLiabilitiesAbstract", "nsuri": "http://www.businesswire.com/20221231", "xbrltype": "stringItemType" }, "irrx_WarrantLiabilitiesPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrant Liabilities Policy text block.", "label": "Warrant Liabilities [Policy Text Block]", "terseLabel": "Warrant Liabilities" } } }, "localname": "WarrantLiabilitiesPolicyTextBlock", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "irrx_WarrantLiabilitiesTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrant liabilities.", "label": "Warrant liabilities [Text Block]", "terseLabel": "Warrant Liabilities" } } }, "localname": "WarrantLiabilitiesTextBlock", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilities" ], "xbrltype": "textBlockItemType" }, "irrx_WorkingCapital": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Working Capital .", "label": "Working Capital" } } }, "localname": "WorkingCapital", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "irrx_WorkingCapitalLoansMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Working Capital Loans.", "label": "Working Capital Loans [Member]", "verboseLabel": "Working Capital Loans [Member]" } } }, "localname": "WorkingCapitalLoansMember", "nsuri": "http://www.businesswire.com/20221231", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_EquityMethodInvesteeNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Investment, Name [Domain]" } } }, "localname": "EquityMethodInvesteeNameDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [ "r211", "r212", "r213", "r214", "r268", "r381", "r399", "r435", "r436", "r447", "r453", "r455", "r491", "r505", "r506", "r507", "r508", "r509", "r510" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r211", "r212", "r213", "r214", "r268", "r381", "r399", "r435", "r436", "r447", "r453", "r455", "r491", "r505", "r506", "r507", "r508", "r509", "r510" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r211", "r212", "r213", "r214", "r260", "r268", "r274", "r275", "r276", "r357", "r381", "r399", "r435", "r436", "r447", "r453", "r455", "r487", "r491", "r506", "r507", "r508", "r509", "r510" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r211", "r212", "r213", "r214", "r260", "r268", "r274", "r275", "r276", "r357", "r381", "r399", "r435", "r436", "r447", "r453", "r455", "r487", "r491", "r506", "r507", "r508", "r509", "r510" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_RestatementAxis": { "auth_ref": [ "r125", "r150", "r151", "r152", "r153", "r154", "r155", "r156", "r157", "r158", "r160", "r161", "r162", "r163", "r164", "r165", "r174", "r198", "r199", "r299", "r317", "r318", "r319", "r320", "r339", "r340", "r341", "r400", "r401", "r402", "r403", "r404", "r405", "r406", "r407", "r408", "r409" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period [Axis]" } } }, "localname": "RestatementAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "srt_RestatementDomain": { "auth_ref": [ "r125", "r150", "r151", "r152", "r153", "r154", "r155", "r156", "r157", "r158", "r160", "r161", "r162", "r163", "r164", "r165", "r174", "r198", "r199", "r299", "r317", "r318", "r319", "r320", "r339", "r340", "r341", "r400", "r401", "r402", "r403", "r404", "r405", "r406", "r407", "r408", "r409" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period [Domain]" } } }, "localname": "RestatementDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis": { "auth_ref": [ "r195" ], "lang": { "en-us": { "role": { "label": "Investment, Name [Axis]" } } }, "localname": "ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualAxis": { "auth_ref": [ "r482", "r501" ], "lang": { "en-us": { "role": { "label": "Title of Individual [Axis]" } } }, "localname": "TitleOfIndividualAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "srt_TitleOfIndividualWithRelationshipToEntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Title of Individual [Domain]" } } }, "localname": "TitleOfIndividualWithRelationshipToEntityDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r17", "r454" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 8.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts Payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r20" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 9.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Liabilities, Current", "terseLabel": "Accrued Expenses" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r278", "r279", "r280", "r477", "r478", "r479", "r498" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-in Capital [Member]" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalMarkToMarket": { "auth_ref": [ "r61", "r65" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) to additional paid in capital (APIC) resulting from changes in fair value of common and preferred stock issued to employee benefit trust but unearned.", "label": "Adjustments to Additional Paid in Capital, Fair Value", "terseLabel": "Excess of fair value of Founder Shares Attributable to the Anchor Investors" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalMarkToMarket", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued": { "auth_ref": [ "r54", "r61", "r65" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants.", "label": "Adjustments to Additional Paid in Capital, Warrant Issued", "terseLabel": "Cash proceeds received in excess of fair value of Private Placement Warrants" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalWarrantIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net income (loss) to net cash used in operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r43" ], "lang": { "en-us": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r43" ], "lang": { "en-us": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_Assets": { "auth_ref": [ "r105", "r115", "r129", "r145", "r185", "r187", "r189", "r196", "r215", "r216", "r218", "r219", "r220", "r221", "r222", "r224", "r225", "r311", "r313", "r330", "r454", "r489", "r490", "r503" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total Assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r127", "r133", "r145", "r196", "r215", "r216", "r218", "r219", "r220", "r221", "r222", "r224", "r225", "r311", "r313", "r330", "r454", "r489", "r490", "r503" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total Current Assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets, Current [Abstract]", "verboseLabel": "Current Assets" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsHeldInTrust": { "auth_ref": [ "r471" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The total amount of cash and securities held by third party trustees pursuant to terms of debt instruments or other agreements as of the date of each statement of financial position presented, which can be used by the trustee only to pay the noncurrent portion of specified obligations.", "label": "Assets Held-in-trust" } } }, "localname": "AssetsHeldInTrust", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsHeldInTrustNoncurrent": { "auth_ref": [ "r471" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "definitionGuidance": "Investments Held in Trust Account", "documentation": "The amount of cash, securities, or other assets held by a third-party trustee pursuant to the terms of an agreement which assets are available to be used by beneficiaries to that agreement only within the specific terms thereof and which agreement is expected to terminate more than one year from the balance sheet date (or operating cycle, if longer) at which time the assets held-in-trust will be released or forfeited.", "label": "Assets Held-in-trust, Noncurrent", "terseLabel": "Investments held in Trust", "verboseLabel": "Investments Held in Trust Account" } } }, "localname": "AssetsHeldInTrustNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleDebtSecuritiesAmortizedCostBasis": { "auth_ref": [ "r192", "r205" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortized cost of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-Sale, Amortized Cost", "terseLabel": "Amortized cost of the Investments Held in Trust" } } }, "localname": "AvailableForSaleDebtSecuritiesAmortizedCostBasis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_AvailableForSaleSecuritiesDebtSecurities": { "auth_ref": [ "r51", "r191", "r205", "r395" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).", "label": "Debt Securities, Available-for-Sale", "terseLabel": "Short Term Treasury Bill bond purchased" } } }, "localname": "AvailableForSaleSecuritiesDebtSecurities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_BalanceSheetLocationAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by location on balance sheet (statement of financial position).", "label": "Balance Sheet Location [Axis]" } } }, "localname": "BalanceSheetLocationAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationDomain": { "auth_ref": [ "r87", "r88" ], "lang": { "en-us": { "role": { "documentation": "Location in the balance sheet (statement of financial position).", "label": "Balance Sheet Location [Domain]" } } }, "localname": "BalanceSheetLocationDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [ "r310", "r451", "r452" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r75", "r76", "r310", "r451", "r452" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_CapitalUnitsMember": { "auth_ref": [ "r121" ], "lang": { "en-us": { "role": { "documentation": "Type of ownership interest in a corporation. Class of capital units or capital shares.", "label": "Capital Units [Member]", "terseLabel": "Units [Member]" } } }, "localname": "CapitalUnitsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage" ], "xbrltype": "domainItemType" }, "us-gaap_Cash": { "auth_ref": [ "r410", "r411", "r454", "r467" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash", "terseLabel": "Cash" } } }, "localname": "Cash", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r38" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy": { "auth_ref": [ "r38", "r104" ], "lang": { "en-us": { "role": { "documentation": "Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits.", "label": "Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Investments Held in the Trust Account" } } }, "localname": "CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r32", "r37", "r39" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents", "periodEndLabel": "Cash - End of Period", "periodStartLabel": "Cash - Beginning of Period" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect": { "auth_ref": [ "r32", "r99" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; excluding effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect", "totalLabel": "Net Increase in Cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashEquivalentsAtCarryingValue": { "auth_ref": [ "r467" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash Equivalents, at Carrying Value", "terseLabel": "Cash equivalents" } } }, "localname": "CashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFDICInsuredAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation.", "label": "Cash, FDIC Insured Amount", "terseLabel": "Cash insured with federal insurance corporation" } } }, "localname": "CashFDICInsuredAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]", "terseLabel": "Supplemental Disclosure of Noncash Investing and Financing Activities:" } } }, "localname": "CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r130", "r131", "r132", "r145", "r168", "r169", "r171", "r173", "r176", "r177", "r196", "r215", "r218", "r219", "r220", "r224", "r225", "r243", "r244", "r246", "r250", "r257", "r330", "r437", "r466", "r472", "r480" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet", "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/CoverPage", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/StatementOfCashFlows", "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity", "http://www.businesswire.com/role/StatementOfOperations", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightAxis": { "auth_ref": [ "r66", "r68" ], "lang": { "en-us": { "role": { "documentation": "Information by type of warrant or right issued.", "label": "Class of Warrant or Right [Axis]", "terseLabel": "Class of Warrant or Right [Axis]" } } }, "localname": "ClassOfWarrantOrRightAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesASummaryOfTheChangesInTheFairValueOfTheCompanySLevel3FinancialInstrumentsThatAreMeasuredAtFairValueOnARecurringBasisDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the class or type of warrant or right outstanding. Warrants and rights represent derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months.", "label": "Class of Warrant or Right [Domain]", "terseLabel": "Class of Warrant or Right [Domain]" } } }, "localname": "ClassOfWarrantOrRightDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesASummaryOfTheChangesInTheFairValueOfTheCompanySLevel3FinancialInstrumentsThatAreMeasuredAtFairValueOnARecurringBasisDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r258" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "terseLabel": "Class of warrants or rights exercise price of warrants or rights", "verboseLabel": "Warrant exercise price" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares.", "label": "Class of Warrant or Right, Number of Securities Called by Each Warrant or Right", "terseLabel": "Class of warrants or rights number of securities called by each warrant or right" } } }, "localname": "ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r53", "r209", "r210", "r434", "r488" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments And Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonClassAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock representing ownership interest in a corporation.", "label": "Common Class A [Member]", "terseLabel": "Common Class A [Member]", "verboseLabel": "Common Class A [Member]" } } }, "localname": "CommonClassAMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet", "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/CoverPage", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.businesswire.com/role/StatementOfCashFlows", "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity", "http://www.businesswire.com/role/StatementOfOperations", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_CommonClassBMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation.", "label": "Common Class B [Member]", "terseLabel": "Common Class B [Member]" } } }, "localname": "CommonClassBMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet", "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/CoverPage", "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/StatementOfCashFlows", "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity", "http://www.businesswire.com/role/StatementOfOperations", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r477", "r478", "r498" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "definitionGuidance": "Common stock par value or stated value per share", "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common shares par or stated value per share", "verboseLabel": "Common shares par or stated value per share" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common shares authorised" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common shares issued" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r12", "r61" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "terseLabel": "Common shares outstanding" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r12", "r454" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 18.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComponentsOfDeferredTaxAssetsAndLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Components of Deferred Tax Assets and Liabilities [Abstract]", "terseLabel": "Deferred tax assets (liabilities)" } } }, "localname": "ComponentsOfDeferredTaxAssetsAndLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r112", "r180" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]", "terseLabel": "Concentration of Credit Risk" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r475", "r494", "r496" ], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current national tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Current Federal Tax Expense (Benefit)", "terseLabel": "Current" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r475", "r494", "r496" ], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Current State and Local Tax Expense (Benefit)", "terseLabel": "Current" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r5", "r6", "r7", "r106", "r108", "r114", "r149", "r226", "r227", "r228", "r229", "r230", "r231", "r232", "r233", "r234", "r235", "r236", "r237", "r238", "r239", "r240", "r241", "r338", "r442", "r443", "r444", "r445", "r446", "r473" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentConvertibleConversionPrice1": { "auth_ref": [ "r55", "r228" ], "lang": { "en-us": { "role": { "documentation": "The price per share of the conversion feature embedded in the debt instrument.", "label": "Debt Instrument, Convertible, Conversion Price" } } }, "localname": "DebtInstrumentConvertibleConversionPrice1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_DebtInstrumentConvertibleNumberOfEquityInstruments": { "auth_ref": [ "r22", "r62", "r63", "r64", "r228" ], "lang": { "en-us": { "role": { "documentation": "The number of equity instruments that the holder of the debt instrument would receive if the debt was converted to equity.", "label": "Debt Instrument, Convertible, Number of Equity Instruments" } } }, "localname": "DebtInstrumentConvertibleNumberOfEquityInstruments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "integerItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r100", "r101", "r226", "r338", "r443", "r444" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Debt Instrument, Face Amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r23", "r149", "r226", "r227", "r228", "r229", "r230", "r231", "r232", "r233", "r234", "r235", "r236", "r237", "r238", "r239", "r240", "r241", "r338", "r442", "r443", "r444", "r445", "r446", "r473" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_DeferredCompensationLiabilityClassifiedNoncurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate carrying value as of the balance sheet date of the liabilities for all deferred compensation arrangements payable beyond one year (or the operating cycle, if longer).", "label": "Deferred Compensation Liability, Classified, Noncurrent", "terseLabel": "Deferred underwriting discount non current" } } }, "localname": "DeferredCompensationLiabilityClassifiedNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r475", "r495", "r496" ], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred national tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Deferred Federal Income Tax Expense (Benefit)", "terseLabel": "Deferred" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r35", "r74", "r296", "r302", "r303", "r475" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "terseLabel": "Deferred Income Taxes" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r8", "r9", "r107", "r113", "r290" ], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTotalLabel": "Deferred tax liabilities, net of allowance" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxesAndOtherLiabilitiesNoncurrent": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 14.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences, after deferred tax asset, and other liabilities expected to be paid after one year or operating cycle, if longer.", "label": "Deferred Income Taxes and Other Liabilities, Noncurrent", "verboseLabel": "Deferred Income Taxes" } } }, "localname": "DeferredIncomeTaxesAndOtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r475", "r495", "r496" ], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail": { "order": 4.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "Deferred" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r291" ], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "totalLabel": "Total Deferred Tax Assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "auth_ref": [ "r72", "r493" ], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "terseLabel": "Net Operating Loss carryforward" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r292" ], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail": { "order": 6.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "negatedLabel": "Valuation Allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesUnrealizedGainsOnTradingSecurities": { "auth_ref": [ "r72", "r493" ], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from unrealized gains on trading securities.", "label": "Deferred Tax Liabilities, Unrealized Gains on Trading Securities", "negatedLabel": "Unrealized Gains" } } }, "localname": "DeferredTaxLiabilitiesUnrealizedGainsOnTradingSecurities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheCompanySNetDeferredTaxAssetsDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilitiesNoncurrent": { "auth_ref": [ "r134" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 15.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled after one year or the normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability, Noncurrent", "terseLabel": "Warrant liabilities" } } }, "localname": "DerivativeLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativesPolicyTextBlock": { "auth_ref": [ "r83", "r84", "r85", "r86", "r89", "r148" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities.", "label": "Derivatives, Policy [Policy Text Block]", "terseLabel": "Derivative Financial Instruments" } } }, "localname": "DerivativesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DiscontinuedOperationProvisionForLossGainOnDisposalBeforeIncomeTax": { "auth_ref": [ "r0", "r1", "r2" ], "calculation": { "http://www.businesswire.com/role/StatementOfOperations": { "order": 6.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before tax of (gain) loss recognized for the (reversal of write-down) write-down to fair value, less cost to sell, of a discontinued operation.", "label": "Discontinued Operation, Provision for Loss (Gain) on Disposal, before Income Tax", "negatedLabel": "Income (Loss) before provision for income taxes" } } }, "localname": "DiscontinuedOperationProvisionForLossGainOnDisposalBeforeIncomeTax", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_DomesticCountryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Designated tax department of the government that is entitled to levy and collect income taxes from the entity in its country of domicile.", "label": "Domestic Tax Authority [Member]" } } }, "localname": "DomesticCountryMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_DueToRelatedPartiesCurrent": { "auth_ref": [ "r17", "r217", "r218", "r219", "r223", "r224", "r225", "r345", "r476" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 13.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).", "label": "Due to Related Parties, Current", "terseLabel": "Due to Related Party", "verboseLabel": "Due to Related Parties, Current" } } }, "localname": "DueToRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueToRelatedPartiesCurrentAndNoncurrent": { "auth_ref": [ "r110", "r118", "r217", "r218", "r219", "r223", "r224", "r225", "r345", "r476" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of obligations due all related parties.", "label": "Due to Related Parties", "terseLabel": "Due to related party" } } }, "localname": "DueToRelatedPartiesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r141", "r155", "r156", "r158", "r159", "r160", "r166", "r168", "r171", "r172", "r173", "r174", "r319", "r320", "r396", "r397", "r438" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "verboseLabel": "Basic Net Income (Loss) Per Share" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareBasicLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]" } } }, "localname": "EarningsPerShareBasicLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r141", "r155", "r156", "r158", "r159", "r160", "r168", "r171", "r172", "r173", "r174", "r319", "r320", "r396", "r397", "r438" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Diluted Net Income (Loss) Per Share", "verboseLabel": "Diluted Net Income (Loss) Per Share" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r43", "r44" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "terseLabel": "Net Income (Loss) Per Common Share" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r286" ], "lang": { "en-us": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "terseLabel": "Income tax provision" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfAReconciliationOfTheFederalIncomeTaxRateToTheCompanySEffectiveTaxRateDetail" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r146", "r286", "r304" ], "lang": { "en-us": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "terseLabel": "Statutory federal income tax rate" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfAReconciliationOfTheFederalIncomeTaxRateToTheCompanySEffectiveTaxRateDetail" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r492", "r497" ], "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "terseLabel": "Valuation allowance" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfAReconciliationOfTheFederalIncomeTaxRateToTheCompanySEffectiveTaxRateDetail" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r492", "r497" ], "lang": { "en-us": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "terseLabel": "State taxes, net of federal tax benefit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfAReconciliationOfTheFederalIncomeTaxRateToTheCompanySEffectiveTaxRateDetail" ], "xbrltype": "percentItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r61", "r124", "r138", "r139", "r140", "r150", "r151", "r152", "r154", "r161", "r164", "r175", "r197", "r259", "r278", "r279", "r280", "r298", "r299", "r318", "r331", "r332", "r333", "r334", "r335", "r336", "r341", "r400", "r401", "r402" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_EquityMethodInvestmentOwnershipPercentage": { "auth_ref": [ "r52" ], "lang": { "en-us": { "role": { "documentation": "The percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.", "label": "Equity Method Investment, Ownership Percentage", "terseLabel": "Equity method investment ownership percentage" } } }, "localname": "EquityMethodInvestmentOwnershipPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "percentItemType" }, "us-gaap_FairValueAdjustmentOfWarrants": { "auth_ref": [ "r35", "r56" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.businesswire.com/role/StatementOfOperations": { "order": 3.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (income) related to adjustment to fair value of warrant liability.", "label": "Fair Value Adjustment of Warrants", "negatedTerseLabel": "Change in fair value of warrant liabilities", "terseLabel": "Change in fair value of warrant liabilities" } } }, "localname": "FairValueAdjustmentOfWarrants", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows", "http://www.businesswire.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r321", "r322", "r328" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock": { "auth_ref": [ "r90", "r91", "r92", "r95", "r96" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.", "label": "Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable": { "auth_ref": [ "r93" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock": { "auth_ref": [ "r93" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r234", "r261", "r262", "r263", "r264", "r265", "r266", "r322", "r354", "r355", "r356", "r443", "r444", "r448", "r449", "r450" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r321", "r322", "r324", "r325", "r329" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r327" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurements" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r234", "r261", "r266", "r322", "r354", "r448", "r449", "r450" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level 1 [Member]" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r234", "r261", "r266", "r322", "r355", "r443", "r444", "r448", "r449", "r450" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level 2 [Member]" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r234", "r261", "r262", "r263", "r264", "r265", "r266", "r322", "r356", "r443", "r444", "r448", "r449", "r450" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Level 3 [Member]" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisChangeInUnrealizedGainLoss": { "auth_ref": [ "r326" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized gain (loss) recognized in income from liability measured at fair value on recurring basis using unobservable input (level 3) and still held.", "label": "Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss)", "terseLabel": "Change in Fair Value" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisChangeInUnrealizedGainLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesASummaryOfTheChangesInTheFairValueOfTheCompanySLevel3FinancialInstrumentsThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesASummaryOfTheChangesInTheFairValueOfTheCompanySLevel3FinancialInstrumentsThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTable": { "auth_ref": [ "r94", "r96" ], "lang": { "en-us": { "role": { "documentation": "Schedule of information required and determined to be provided for purposes of reconciling beginning and ending balances of fair value measurements of liabilities using significant unobservable inputs (level 3). Separately presenting changes during the period, attributable to: (1) total gains or losses for the period (realized and unrealized) and location reported in the statement of income (or activities); (2) purchases, sales, issuances, and settlements (net); (3) transfers in and/or out of Level 3.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table]" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesASummaryOfTheChangesInTheFairValueOfTheCompanySLevel3FinancialInstrumentsThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock": { "auth_ref": [ "r94", "r96" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.", "label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueLiabilityRecurringBasisStillHeldUnrealizedGainLossStatementOfIncomeExtensibleList": { "auth_ref": [ "r326" ], "lang": { "en-us": { "role": { "documentation": "Indicates line item in statement in which net income is reported that includes unrealized gain (loss) from liability measured at fair value using unobservable input (level 3) and still held.", "label": "Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]" } } }, "localname": "FairValueLiabilityRecurringBasisStillHeldUnrealizedGainLossStatementOfIncomeExtensibleList", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesASummaryOfTheChangesInTheFairValueOfTheCompanySLevel3FinancialInstrumentsThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "enumerationSetItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement frequency.", "label": "Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue": { "auth_ref": [ "r94" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value", "periodEndLabel": "Fair Value at December 31, 2022", "periodStartLabel": "Fair Value at Janaury 1, 2022" } } }, "localname": "FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesASummaryOfTheChangesInTheFairValueOfTheCompanySLevel3FinancialInstrumentsThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r234", "r261", "r262", "r263", "r264", "r265", "r266", "r354", "r355", "r356", "r443", "r444", "r448", "r449", "r450" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r327", "r329" ], "lang": { "en-us": { "role": { "documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.", "label": "Fair Value, Recurring [Member]" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueOfFinancialInstrumentsPolicy": { "auth_ref": [ "r97", "r98" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining the fair value of financial instruments.", "label": "Fair Value of Financial Instruments, Policy [Policy Text Block]", "terseLabel": "Fair Value of Financial Instruments" } } }, "localname": "FairValueOfFinancialInstrumentsPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FederalIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Federal Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Federal" } } }, "localname": "FederalIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r193", "r194", "r200", "r201", "r202", "r203", "r204", "r206", "r207", "r208", "r242", "r255", "r315", "r351", "r352", "r353", "r354", "r355", "r356", "r357", "r358", "r359", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r376", "r377", "r378", "r379", "r380", "r441", "r483", "r484", "r485", "r511", "r512", "r513", "r514", "r515", "r516", "r517" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "stringItemType" }, "us-gaap_FinancialLiabilitiesFairValueDisclosure": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial obligations, including, but not limited to, debt instruments, derivative liabilities, federal funds purchased and sold under agreements to repurchase, securities loaned or sold under agreements to repurchase, financial instruments sold not yet purchased, guarantees, line of credit, loans and notes payable, servicing liability, and trading liabilities.", "label": "Financial Liabilities Fair Value Disclosure", "terseLabel": "Financial Liabilities Fair Value Disclosure" } } }, "localname": "FinancialLiabilitiesFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_IPOMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First sale of stock by a private company to the public.", "label": "IPO [Member]", "terseLabel": "IPO [Member]" } } }, "localname": "IPOMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r70" ], "lang": { "en-us": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r146", "r287", "r288", "r295", "r300", "r305", "r307", "r308", "r309" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Tax" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTax" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r147", "r163", "r164", "r184", "r285", "r301", "r306", "r398" ], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.businesswire.com/role/StatementOfOperations": { "order": 7.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "totalLabel": "Income Tax Provision", "verboseLabel": "Provision for income taxes" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail", "http://www.businesswire.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r137", "r283", "r284", "r288", "r289", "r294", "r297" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r492" ], "calculation": { "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail": { "order": 5.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to increase (decrease) in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount", "terseLabel": "Change in valuation allowance" } } }, "localname": "IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "auth_ref": [ "r34" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Increase (Decrease) in Accounts Payable", "terseLabel": "Accounts Payable" } } }, "localname": "IncreaseDecreaseInAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedIncomeTaxesPayable": { "auth_ref": [ "r34" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the period in the amount due for taxes based on the reporting entity's earnings or attributable to the entity's income earning process (business presence) within a given jurisdiction.", "label": "Increase (Decrease) in Income Taxes Payable", "verboseLabel": "Income Taxes Payable" } } }, "localname": "IncreaseDecreaseInAccruedIncomeTaxesPayable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedLiabilities": { "auth_ref": [ "r34" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid.", "label": "Increase (Decrease) in Accrued Liabilities", "terseLabel": "Accrued Expenses" } } }, "localname": "IncreaseDecreaseInAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDueToRelatedParties": { "auth_ref": [ "r34" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of obligations to be paid to the following types of related parties: a parent company and its subsidiaries; subsidiaries of a common parent; an entity and trust for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of the entities' management; an entity and its principal owners, management, or member of their immediate families; affiliates; or other parties with the ability to exert significant influence.", "label": "Increase (Decrease) in Due to Related Parties", "terseLabel": "Due to Related Party" } } }, "localname": "IncreaseDecreaseInDueToRelatedParties", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in Operating Assets and Liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInPrepaidExpense": { "auth_ref": [ "r34" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.", "label": "Increase (Decrease) in Prepaid Expense", "negatedLabel": "Prepaid Expenses" } } }, "localname": "IncreaseDecreaseInPrepaidExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentIncomeInterest": { "auth_ref": [ "r26", "r183" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities.", "label": "Investment Income, Interest", "terseLabel": "Investment Income, Interest" } } }, "localname": "InvestmentIncomeInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_InvestmentTypeAxis": { "auth_ref": [ "r412", "r413", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r422", "r423", "r424", "r425", "r426", "r427" ], "lang": { "en-us": { "role": { "documentation": "Information by type of investments.", "label": "Investment Type [Axis]" } } }, "localname": "InvestmentTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_InvestmentTypeCategorizationMember": { "auth_ref": [ "r412", "r413", "r414", "r415", "r416", "r417", "r418", "r419", "r420", "r422", "r423", "r424", "r425", "r426", "r427" ], "lang": { "en-us": { "role": { "documentation": "Asset obtained to generate income or appreciate in value.", "label": "Investments [Domain]" } } }, "localname": "InvestmentTypeCategorizationMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r19", "r145", "r196", "r215", "r216", "r218", "r219", "r220", "r221", "r222", "r224", "r225", "r312", "r313", "r314", "r330", "r439", "r489", "r503", "r504" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total Liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r16", "r109", "r117", "r454", "r474", "r486", "r500" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total Liabilities and Stockholders' Equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "LIABILITIES AND STOCKHOLDERS' DEFICIT" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r21", "r128", "r145", "r196", "r215", "r216", "r218", "r219", "r220", "r221", "r222", "r224", "r225", "r312", "r313", "r314", "r330", "r454", "r489", "r503", "r504" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 7.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total Current Liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current liabilities" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_LiquidationBasisOfAccountingAccruedCostsToDisposeOfAssetsAndLiabilities": { "auth_ref": [ "r3" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of estimated accrued costs to dispose of assets or other items expected to be sold in liquidation.", "label": "Liquidation Basis of Accounting, Accrued Costs to Dispose of Assets and Liabilities", "terseLabel": "Estimated amount of expenses payable on dissolution" } } }, "localname": "LiquidationBasisOfAccountingAccruedCostsToDisposeOfAssetsAndLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_MeasurementInputExercisePriceMember": { "auth_ref": [ "r499" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using agreed upon price for exchange of underlying asset.", "label": "Measurement Input, Exercise Price [Member]", "terseLabel": "Exercise Price" } } }, "localname": "MeasurementInputExercisePriceMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputExpectedDividendRateMember": { "auth_ref": [ "r499" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using expected dividend rate to be paid to holder of share per year.", "label": "Measurement Input, Expected Dividend Rate [Member]", "verboseLabel": "Dividend Yield" } } }, "localname": "MeasurementInputExpectedDividendRateMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputExpectedTermMember": { "auth_ref": [ "r499" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using period financial instrument is expected to be outstanding. Excludes maturity date.", "label": "Measurement Input, Expected Term [Member]", "terseLabel": "Years to Expiration" } } }, "localname": "MeasurementInputExpectedTermMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputPriceVolatilityMember": { "auth_ref": [ "r499" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using rate at which price of security will increase (decrease) for given set of returns.", "label": "Measurement Input, Price Volatility [Member]", "terseLabel": "Volatility" } } }, "localname": "MeasurementInputPriceVolatilityMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputRiskFreeInterestRateMember": { "auth_ref": [ "r499" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using interest rate on instrument with zero risk of financial loss.", "label": "Measurement Input, Risk Free Interest Rate [Member]", "verboseLabel": "Risk-Free Rate" } } }, "localname": "MeasurementInputRiskFreeInterestRateMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputSharePriceMember": { "auth_ref": [ "r499" ], "lang": { "en-us": { "role": { "documentation": "Measurement input using share price of saleable stock.", "label": "Measurement Input, Share Price [Member]", "verboseLabel": "Share Price" } } }, "localname": "MeasurementInputSharePriceMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MeasurementInputTypeAxis": { "auth_ref": [ "r323" ], "lang": { "en-us": { "role": { "documentation": "Information by type of measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Axis]" } } }, "localname": "MeasurementInputTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Domain]" } } }, "localname": "MeasurementInputTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "domainItemType" }, "us-gaap_MinimumNetWorthRequiredForCompliance": { "auth_ref": [ "r428", "r429", "r430", "r431" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of minimum net worth required for mortgage banking as defined by regulatory framework.", "label": "Banking Regulation, Mortgage Banking, Net Worth, Minimum", "terseLabel": "Networth needed post business combination" } } }, "localname": "MinimumNetWorthRequiredForCompliance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_MoneyMarketFundsAtCarryingValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Investment in short-term money-market instruments (such as commercial paper, banker's acceptances, repurchase agreements, government securities, certificates of deposit, and so forth) which are highly liquid (that is, readily convertible to known amounts of cash) and so near their maturity that they present an insignificant risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify as cash equivalents by definition. Original maturity means an original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three-years ago does not become a cash equivalent when its remaining maturity is three months.", "label": "Money Market Funds, at Carrying Value", "terseLabel": "Money Market Funds, at Carrying Value" } } }, "localname": "MoneyMarketFundsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r142" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 18.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net Cash Provided by Financing Activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Cash Flows from Financing Activities:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r142" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 15.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net Cash Provided by (Used In) Financing Activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "Cash Flows from Investing Activities:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r32", "r33", "r36" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net Cash Used In Operating Activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Cash Flows from Operating Activities:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r25", "r36", "r111", "r119", "r126", "r135", "r136", "r140", "r145", "r153", "r155", "r156", "r158", "r159", "r163", "r164", "r170", "r185", "r186", "r188", "r190", "r196", "r215", "r216", "r218", "r219", "r220", "r221", "r222", "r224", "r225", "r320", "r330", "r440", "r489" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.businesswire.com/role/StatementOfOperations": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "definitionGuidance": "Allocation of net income (loss)", "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "totalLabel": "Net Income (Loss)", "verboseLabel": "Net Income (Loss)" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows", "http://www.businesswire.com/role/StatementOfOperations", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Income (Loss) Attributable to Parent [Abstract]", "terseLabel": "Numerator:" } } }, "localname": "NetIncomeLossAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLossAttributableToNoncontrollingInterest": { "auth_ref": [ "r79", "r81", "r135", "r136", "r163", "r164", "r470" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Net Income (Loss) attributable to noncontrolling interest.", "label": "Net Income (Loss) Attributable to Noncontrolling Interest", "terseLabel": "Net Income (Loss)" } } }, "localname": "NetIncomeLossAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recent Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncatastrophicEventAxis": { "auth_ref": [ "r120" ], "lang": { "en-us": { "role": { "documentation": "Information by type of noncatastrophic event causing change in the insurer's provision.", "label": "Noncatastrophic Event [Axis]" } } }, "localname": "NoncatastrophicEventAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_NoncatastrophicEventDomain": { "auth_ref": [ "r120" ], "lang": { "en-us": { "role": { "documentation": "Noncatastrophic event causing change in the insurer's provision.", "label": "Noncatastrophic Event [Domain]" } } }, "localname": "NoncatastrophicEventDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_NonoperatingIncomeExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Nonoperating Income (Expense) [Abstract]", "terseLabel": "Other Income (Expense)" } } }, "localname": "NonoperatingIncomeExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingCostsAndExpenses": { "auth_ref": [], "calculation": { "http://www.businesswire.com/role/StatementOfOperations": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense.", "label": "Operating Costs and Expenses", "terseLabel": "Operating and Formation Expenses" } } }, "localname": "OperatingCostsAndExpenses", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Expenses [Abstract]", "terseLabel": "EXPENSES" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [ "r185", "r186", "r188", "r190", "r440" ], "calculation": { "http://www.businesswire.com/role/StatementOfOperations": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "totalLabel": "Loss from Operations" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLossCarryforwards": { "auth_ref": [ "r71" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Operating Loss Carryforwards", "terseLabel": "Operating loss carryovers" } } }, "localname": "OperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock": { "auth_ref": [ "r40", "r41", "r49", "r82" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the general note to the financial statements for the reporting entity which may include, descriptions of the basis of presentation, business description, significant accounting policies, consolidations, reclassifications, new pronouncements not yet adopted and changes in accounting principles.", "label": "Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]", "terseLabel": "Description of Organization, Business Operations, and Liquidity" } } }, "localname": "OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidity" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r27" ], "calculation": { "http://www.businesswire.com/role/StatementOfOperations": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "totalLabel": "Total Other Income (Expense)" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OverAllotmentOptionMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Right given to the underwriter to sell additional shares over the initial allotment.", "label": "Over-Allotment Option [Member]", "terseLabel": "Over-Allotment Option [Member]" } } }, "localname": "OverAllotmentOptionMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentsOfStockIssuanceCosts": { "auth_ref": [ "r31" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 20.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for cost incurred directly with the issuance of an equity security.", "label": "Payments of Stock Issuance Costs", "negatedLabel": "Payment of Offering Costs" } } }, "localname": "PaymentsOfStockIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquireRestrictedInvestments": { "auth_ref": [ "r28" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to acquire investments (not to include restricted cash) that are pledged or subject to withdrawal restrictions.", "label": "Payments to Acquire Restricted Investments", "negatedLabel": "Investment of cash in Trust Account" } } }, "localname": "PaymentsToAcquireRestrictedInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r11", "r243" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred shares par or stated value per share" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r11" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred shares authorised" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r11", "r243" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred shares issued" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r11" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred shares outstanding" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r11", "r454" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 19.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Preference Shares $0.0001 Par Value; 1,000,000 Shares Authorized, No Shares Issued or Outstanding" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsCurrent": { "auth_ref": [ "r469" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Current", "terseLabel": "Prepaid Expense and Other Assets" } } }, "localname": "PrepaidExpenseAndOtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseNoncurrent": { "auth_ref": [ "r468" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of amounts paid in advance for expenses which will be charged against earnings in periods after one year or beyond the operating cycle, if longer.", "label": "Prepaid Expense, Noncurrent", "terseLabel": "Prepaid Expenses,\u00a0Non-Current" } } }, "localname": "PrepaidExpenseNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrivatePlacementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A private placement is a direct offering of securities to a limited number of sophisticated investors such as insurance companies, pension funds, mezzanine funds, stock funds and trusts.", "label": "Private Placement [Member]", "terseLabel": "Private Placement [Member]" } } }, "localname": "PrivatePlacementMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_ProceedsFromIssuanceInitialPublicOffering": { "auth_ref": [ "r29" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public.", "label": "Proceeds from Issuance Initial Public Offering", "presentationGuidance": "Gross Proceeds", "terseLabel": "Proceeds from initial public offer gross" } } }, "localname": "ProceedsFromIssuanceInitialPublicOffering", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "auth_ref": [ "r29" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 21.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the additional capital contribution to the entity.", "label": "Proceeds from Issuance of Common Stock", "verboseLabel": "Proceeds from sale of Common Stock" } } }, "localname": "ProceedsFromIssuanceOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfPrivatePlacement": { "auth_ref": [ "r29" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 19.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from entity's raising of capital via private rather than public placement.", "label": "Proceeds from Issuance of Private Placement", "terseLabel": "Proceeds from issuance of private placement", "verboseLabel": "Proceeds from sale of Private Placement Warrants" } } }, "localname": "ProceedsFromIssuanceOfPrivatePlacement", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.businesswire.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfWarrants": { "auth_ref": [ "r29" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt).", "label": "Proceeds from Issuance of Warrants", "terseLabel": "Proceeds from issue of warrants" } } }, "localname": "ProceedsFromIssuanceOfWarrants", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromRelatedPartyDebt": { "auth_ref": [ "r30" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates.", "label": "Proceeds from Related Party Debt" } } }, "localname": "ProceedsFromRelatedPartyDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r267", "r344", "r345" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]", "terseLabel": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionAxis": { "auth_ref": [ "r123", "r344", "r345", "r502" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party transaction.", "label": "Related Party Transaction [Axis]" } } }, "localname": "RelatedPartyTransactionAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionDomain": { "auth_ref": [ "r123" ], "lang": { "en-us": { "role": { "documentation": "Transaction between related party.", "label": "Related Party Transaction [Domain]" } } }, "localname": "RelatedPartyTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Related Party Transaction [Line Items]" } } }, "localname": "RelatedPartyTransactionLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionSellingGeneralAndAdministrativeExpensesFromTransactionsWithRelatedParty": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of selling, general and administrative expenses resulting from transactions, excluding transactions that are eliminated in consolidated or combined financial statements, with related party.", "label": "Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party", "terseLabel": "Related Party Transaction, Selling, General and Administrative expenses from transactions with related party" } } }, "localname": "RelatedPartyTransactionSellingGeneralAndAdministrativeExpensesFromTransactionsWithRelatedParty", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r267", "r344", "r383", "r384", "r385", "r386", "r387", "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r502" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]", "terseLabel": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r342", "r343", "r345", "r346", "r347" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "verboseLabel": "Related Party Transactions" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestrictedInvestmentsAtFairValue": { "auth_ref": [ "r122", "r421", "r432", "r433" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate value of all restricted investments.", "label": "Restricted Investments, at Fair Value", "terseLabel": "Investments in Trust Account at fair value" } } }, "localname": "RestrictedInvestmentsAtFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r13", "r65", "r116", "r404", "r409", "r454" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 20.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Accumulated Deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r124", "r150", "r151", "r152", "r154", "r161", "r164", "r197", "r278", "r279", "r280", "r298", "r299", "r318", "r400", "r402" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Accumulated\u00a0Deficit [Member]" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]", "terseLabel": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_SaleOfStockPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.", "label": "Sale of Stock, Price Per Share", "terseLabel": "Sale of stock issue price per share" } } }, "localname": "SaleOfStockPricePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r73" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Summary of the Income Tax Provision" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r481" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Schedule of Basic and Diluted Net Income (Loss) Per Common Share" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicByCommonClassTable": { "auth_ref": [ "r42", "r45", "r168", "r169", "r171" ], "lang": { "en-us": { "role": { "documentation": "The table contains disclosure pertaining to an entity's basic earnings per share.", "label": "Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method [Table]" } } }, "localname": "ScheduleOfEarningsPerShareBasicByCommonClassTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r69" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Summary of a Reconciliation of the Federal Income Tax Rate to the Company's Effective Tax Rate" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": { "auth_ref": [ "r102", "r103" ], "lang": { "en-us": { "role": { "documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Schedule of Related Party Transactions, by Related Party [Table]" } } }, "localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSharesSubjectToMandatoryRedemptionBySettlementTermsAxis": { "auth_ref": [ "r57", "r58", "r59" ], "lang": { "en-us": { "role": { "documentation": "Represents settlement terms for the group of mandatorily redeemable securities, including the description and the details of all terms for each outstanding financial instrument and each settlement option.", "label": "Schedule of Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Axis]" } } }, "localname": "ScheduleOfSharesSubjectToMandatoryRedemptionBySettlementTermsAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [ "r270" ], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross", "terseLabel": "Share-based compensation arrangement by share-based payment award, options, grants in period, gross" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r269", "r271", "r272", "r273", "r274", "r277", "r281", "r282" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Share-Based Payment Arrangement [Policy Text Block]", "terseLabel": "Stock-based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks of a company.", "label": "Share Price" } } }, "localname": "SharePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_SharesIssuedPricePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Per share or per unit amount of equity securities issued.", "label": "Shares Issued, Price Per Share", "terseLabel": "Shares Issued, Price Per Share", "verboseLabel": "Shares issued price per share" } } }, "localname": "SharesIssuedPricePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Ending Balance (in shares)", "periodStartLabel": "Beginning Balance (in shares)" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_SharesSubjectToMandatoryRedemptionFinancialInstrumentDomain": { "auth_ref": [ "r58", "r59" ], "lang": { "en-us": { "role": { "documentation": "Identifying description of each financial instrument that embodies an unconditional obligation requiring the issuer to redeem the securities by transferring the assets at a specified or determinable date (or dates) or upon an event that is certain to occur. Examples are preferred stock or trust preferred securities, each of which has redemption rights beyond the control of the issuer on a specified date or upon an event that is certain to occur.", "label": "Financial Instruments Subject to Mandatory Redemption, Financial Instrument [Domain]" } } }, "localname": "SharesSubjectToMandatoryRedemptionFinancialInstrumentDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r40", "r143" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "Significant Accounting Policies [Text Block]", "terseLabel": "Summary of Significant Accounting Policies" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StateAndLocalIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "State and Local Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "State and Local" } } }, "localname": "StateAndLocalIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxSummaryOfTheIncomeTaxProvisionDetail" ], "xbrltype": "stringItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r130", "r131", "r132", "r145", "r168", "r169", "r171", "r173", "r176", "r177", "r196", "r215", "r218", "r219", "r220", "r224", "r225", "r243", "r244", "r246", "r250", "r257", "r330", "r437", "r466", "r472", "r480" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet", "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/CoverPage", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/StatementOfCashFlows", "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity", "http://www.businesswire.com/role/StatementOfOperations", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r24", "r61", "r124", "r138", "r139", "r140", "r150", "r151", "r152", "r154", "r161", "r164", "r175", "r197", "r259", "r278", "r279", "r280", "r298", "r299", "r318", "r331", "r332", "r333", "r334", "r335", "r336", "r341", "r400", "r401", "r402" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet", "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.businesswire.com/role/StatementOfCashFlows", "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity", "http://www.businesswire.com/role/StatementOfOperations", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r150", "r151", "r152", "r175", "r382" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet", "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.businesswire.com/role/StatementOfCashFlows", "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity", "http://www.businesswire.com/role/StatementOfOperations", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesIssuedForServices": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.", "label": "Stock Issued During Period, Shares, Issued for Services", "terseLabel": "Issuance of ordinary shares to Sponsor" } } }, "localname": "StockIssuedDuringPeriodSharesIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r11", "r12", "r61", "r65" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Stock Issued During Period, Shares, New Issues", "presentationGuidance": "Issuance of Class B Common Stock to Sponsor (in shares)", "verboseLabel": "Shares issued during the period new issues shares" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensationForfeited": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares (or other type of equity) forfeited during the period.", "label": "Shares Issued, Shares, Share-based Payment Arrangement, Forfeited", "verboseLabel": "Number of shares forfeited during the period." } } }, "localname": "StockIssuedDuringPeriodSharesShareBasedCompensationForfeited", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueIssuedForServices": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.", "label": "Stock Issued During Period, Value, Issued for Services", "terseLabel": "Stock issued during the period for services value" } } }, "localname": "StockIssuedDuringPeriodValueIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r11", "r12", "r61", "r65" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Stock Issued During Period, Value, New Issues", "presentationGuidance": "Stock issued during period value new issues", "verboseLabel": "Issuance of Class B Common Stock to Sponsor" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRedeemedOrCalledDuringPeriodShares": { "auth_ref": [ "r61" ], "lang": { "en-us": { "role": { "documentation": "Number of stock bought back by the entity at the exercise price or redemption price.", "label": "Stock Redeemed or Called During Period, Shares", "verboseLabel": "Stock Called the During Period, Shares" } } }, "localname": "StockRedeemedOrCalledDuringPeriodShares", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r12", "r14", "r15", "r50", "r454", "r474", "r486", "r500" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 17.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "totalLabel": "Total Stockholders' Equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Stockholders' Deficit:" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r77", "r78", "r80", "r124", "r125", "r139", "r150", "r151", "r152", "r154", "r161", "r197", "r259", "r278", "r279", "r280", "r298", "r299", "r318", "r331", "r332", "r336", "r341", "r401", "r402", "r474", "r486", "r500" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.", "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r67", "r144", "r244", "r245", "r246", "r247", "r248", "r249", "r250", "r251", "r252", "r253", "r254", "r256", "r259", "r316" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "Stockholders' Equity Note Disclosure [Text Block]", "terseLabel": "Stockholders' Equity" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StockholdersEquity" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r337", "r349" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r337", "r349" ], "lang": { "en-us": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r337", "r349" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r337", "r349" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/SubsequentEventsAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r348", "r350" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "Subsequent Events" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsidiaryOrEquityMethodInvesteeSaleOfStockBySubsidiaryOrEquityInvesteeTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Different names of stock transactions and the different attributes of each transaction.", "label": "Subsidiary or Equity Method Investee, Sale of Stock by Subsidiary or Equity Investee [Table]" } } }, "localname": "SubsidiaryOrEquityMethodInvesteeSaleOfStockBySubsidiaryOrEquityInvesteeTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]", "terseLabel": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/CommitmentsAndContingenciesAdditionalInformationDetail", "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail", "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail", "http://www.businesswire.com/role/PrivatePlacementAdditionalInformationDetail", "http://www.businesswire.com/role/RelatedPartyTransactionsAdditionalInformationDetail", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail", "http://www.businesswire.com/role/WarrantLiabilitiesAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_SubsidiarySaleOfStockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Subsidiary, Sale of Stock [Line Items]" } } }, "localname": "SubsidiarySaleOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/InitialPublicOfferingAdditionalInformationDetail" ], "xbrltype": "stringItemType" }, "us-gaap_TaxesPayableCurrent": { "auth_ref": [ "r18" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 12.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Taxes Payable, Current", "verboseLabel": "Income Taxes Payable" } } }, "localname": "TaxesPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityAccretionToRedemptionValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of accretion of temporary equity to its redemption value during the period.", "label": "Temporary Equity, Accretion to Redemption Value", "negatedLabel": "Accretion/Remeasurement of Common Stock Subject to Redemption", "verboseLabel": "Remeasurement of Class A common stock subject to possible redemption" } } }, "localname": "TemporaryEquityAccretionToRedemptionValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfChangesInShareholdersEquity", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityByClassOfStockTable": { "auth_ref": [ "r4", "r60" ], "lang": { "en-us": { "role": { "documentation": "Table of capital stock that is classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. This table may include a description by series, value, shares authorized, shares issued and outstanding, redemption price per share and subscription receivable.", "label": "Temporary Equity, by Class of Stock [Table]" } } }, "localname": "TemporaryEquityByClassOfStockTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail" ], "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityCarryingAmountAttributableToParent": { "auth_ref": [ "r215", "r218", "r219", "r220", "r224", "r225" ], "calculation": { "http://www.businesswire.com/role/BalanceSheet": { "order": 21.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Carrying Amount, Attributable to Parent", "terseLabel": "Class A Common Stock Subject to Possible Redemption, 23,000,000 Shares at a Redemption Value of $10.31 and $10.10 per share at December 31, 2022 and 2021, respectively.", "verboseLabel": "Class A Common stock subject to possible redemption" } } }, "localname": "TemporaryEquityCarryingAmountAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheet", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_TemporaryEquityDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Temporary Equity Disclosure [Abstract]" } } }, "localname": "TemporaryEquityDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail" ], "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Temporary Equity [Line Items]" } } }, "localname": "TemporaryEquityLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfClassACommonStockSubjectToPossibleRedemptionDetail" ], "xbrltype": "stringItemType" }, "us-gaap_TemporaryEquityParOrStatedValuePerShare": { "auth_ref": [ "r4", "r60" ], "lang": { "en-us": { "role": { "documentation": "Per share amount of par value or stated value of stock classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable.", "label": "Temporary Equity, Par or Stated Value Per Share", "verboseLabel": "Temporary Equity, Par or Stated Value Per Share" } } }, "localname": "TemporaryEquityParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_TemporaryEquityRedemptionPricePerShare": { "auth_ref": [ "r4", "r60" ], "lang": { "en-us": { "role": { "documentation": "Amount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Redemption Price Per Share", "terseLabel": "Temporary equity redemption price per share" } } }, "localname": "TemporaryEquityRedemptionPricePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/DescriptionOfOrganizationBusinessOperationsAndLiquidityAdditionalInformationDetail" ], "xbrltype": "perShareItemType" }, "us-gaap_TemporaryEquitySharesOutstanding": { "auth_ref": [ "r10" ], "lang": { "en-us": { "role": { "definitionGuidance": "Temporary Equity, Shares Outstanding", "documentation": "The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity, Shares Outstanding", "terseLabel": "Common shares subject to possible redemption" } } }, "localname": "TemporaryEquitySharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/BalanceSheetParenthetical", "http://www.businesswire.com/role/StockholdersEquityAdditionalInformationDetail", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_TemporaryEquityTableTextBlock": { "auth_ref": [ "r4", "r60" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.", "label": "Temporary Equity [Table Text Block]", "verboseLabel": "Schedule Of Class A Common Stock Subject to Possible Redemption" } } }, "localname": "TemporaryEquityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r193", "r194", "r242", "r255", "r315", "r351", "r352", "r353", "r354", "r355", "r356", "r357", "r358", "r359", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r367", "r368", "r369", "r370", "r371", "r372", "r373", "r374", "r375", "r376", "r377", "r378", "r379", "r380", "r483", "r484", "r485", "r511", "r512", "r513", "r514", "r515", "r516", "r517" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsAdditionalInformationDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "domainItemType" }, "us-gaap_UnrealizedGainLossOnInvestments": { "auth_ref": [ "r35" ], "calculation": { "http://www.businesswire.com/role/StatementOfCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://www.businesswire.com/role/StatementOfOperations": { "order": 5.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrealized gain (loss) on investment.", "label": "Unrealized Gain (Loss) on Investments", "negatedLabel": "Unrealized Gain on Investments held in Trust Account", "terseLabel": "Unrealized gain on investments held in Trust" } } }, "localname": "UnrealizedGainLossOnInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfCashFlows", "http://www.businesswire.com/role/StatementOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r46", "r47", "r48", "r178", "r179", "r181", "r182" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount": { "auth_ref": [ "r293" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset.", "label": "Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount", "terseLabel": "Change in valuation allowance" } } }, "localname": "ValuationAllowanceDeferredTaxAssetChangeInAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/IncomeTaxAdditionalInformationDetail" ], "xbrltype": "monetaryItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]", "terseLabel": "Warrant [Member]" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/CoverPage", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfInformationAboutTheCompanysFinancialAssetsAndLiabilitiesThatAreMeasuredAtFairValueOnARecurringBasisDetail", "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantsAndRightsOutstandingMeasurementInput": { "auth_ref": [ "r325" ], "lang": { "en-us": { "role": { "documentation": "Value of input used to measure outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur.", "label": "Warrants and Rights Outstanding, Measurement Input", "terseLabel": "Warrants and Rights Outstanding, Measurement Input" } } }, "localname": "WarrantsAndRightsOutstandingMeasurementInput", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/FairValueMeasurementsSummaryOfTheFollowingTableProvidesTheSignificantInputsToTheIndependentThirdPartySPricingModelForTheFairValueOfThePrivatePlacementWarrantsDetail" ], "xbrltype": "decimalItemType" }, "us-gaap_WeightedAverageNumberDilutedSharesOutstandingAdjustment": { "auth_ref": [ "r481" ], "lang": { "en-us": { "role": { "documentation": "The sum of dilutive potential common shares or units used in the calculation of the diluted per-share or per-unit computation.", "label": "Weighted Average Number Diluted Shares Outstanding Adjustment", "verboseLabel": "Weighted Average Number Diluted Shares Outstanding Adjustment" } } }, "localname": "WeightedAverageNumberDilutedSharesOutstandingAdjustment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesAdditionalInformationDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r167", "r173" ], "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Weighted Average Number of Shares Outstanding, Diluted", "verboseLabel": "Weighted Average Number of Shares Outstanding, Diluted" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r166", "r173" ], "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Weighted Average Number of Shares Outstanding, Basic", "verboseLabel": "Weighted Average Number of Shares Outstanding, Basic" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/StatementOfOperations", "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Weighted Average Number of Shares Outstanding Reconciliation [Abstract]", "terseLabel": "Denominator:" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.businesswire.com/role/SummaryOfSignificantAccountingPoliciesScheduleOfBasicAndDilutedNetIncomeLossPerCommonShareDetail" ], "xbrltype": "stringItemType" } }, "unitCount": 8 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=109222160&loc=d3e957-107759", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "3B", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=109222160&loc=SL51721525-107759", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(1)(a))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(3),(4))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126941378&loc=d3e61044-112788", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.17)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=116884468&loc=SL65671331-158438", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04.16)", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=120401414&loc=d3e603758-122996", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12.6(c))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611133-123010", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6904-107765", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(18))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(9))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=126899994&loc=d3e18726-107790", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(2))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(n))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=SL124452830-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.M.Q2)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1505-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1278-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=124260329&loc=d3e26610-111562", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27161-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL120269820-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919244-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919253-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919258-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919230-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124258926&loc=SL82898722-210454", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922895-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922900-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q4)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(B))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(5))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(C))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.7(b))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(v)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2.Q6)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r282": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "https://asc.fasb.org/topic&trid=2228938", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=95464943&loc=SL35686261-199414", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r309": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "https://asc.fasb.org/topic&trid=2144680", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126731327&loc=d3e90205-114008", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)(2)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(1)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19279-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=SL6742756-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(01)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r347": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "https://asc.fasb.org/topic&trid=2122745", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r350": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "https://asc.fasb.org/topic&trid=2122774", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3044-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4273-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "https://asc.fasb.org/extlink&oid=126937589&loc=SL119991595-234733", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61929-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61929-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62059-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62059-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62395-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62395-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62479-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=SL98516268-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62479-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=SL6807758-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=SL6807758-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61872-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61872-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(6))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(27)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r40": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "https://asc.fasb.org/topic&trid=2122369", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r41": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "250", "URI": "https://asc.fasb.org/topic&trid=2122394", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=118262064&loc=SL116631418-115840", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=118262064&loc=SL116631419-115840", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column B)(Footnote 1))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column B)(Footnote 6))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column B)(Footnote 7))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 1))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 6))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column C)(Footnote 7))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column D)(Footnote 1))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column D)(Footnote 6))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Column D)(Footnote 7))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-12B(Footnote 11(c)))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611197-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-13D(Column B)(Footnote 2))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=SL120429264-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-13D(Column C)(Footnote 2))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=SL120429264-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column A))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611379-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column B))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611379-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column C))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611379-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "S99", "SubTopic": "320", "Subparagraph": "(SX 210.12-15(Column D))", "Topic": "946", "URI": "https://asc.fasb.org/extlink&oid=122147990&loc=d3e611379-123010", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47080-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47304-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47304-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47304-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "210", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=120413173&loc=SL6242262-115580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "210", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=127002003&loc=SL6242269-115581", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "https://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "https://asc.fasb.org/extlink&oid=126945304&loc=d3e27327-108691", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r437": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "69E", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "69F", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495745-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117819544-158441", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r456": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r457": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r458": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r459": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r460": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r461": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r462": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r463": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r464": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r465": { "Name": "Securities Act", "Number": "7A", "Publisher": "SEC", "Section": "B", "Subsection": "2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(9))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(b))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k)(1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e2626-109256", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=124259787&loc=d3e4647-111522", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "410", "URI": "https://asc.fasb.org/extlink&oid=6393242&loc=d3e13237-110859", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r488": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "https://asc.fasb.org/topic&trid=2127136", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r49": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "https://asc.fasb.org/topic&trid=2134479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32621-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.4)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(aa)", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27161-111563", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r511": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r512": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(1)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r513": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r514": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(3)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r515": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(i)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r516": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(ii)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r517": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(iii)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r53": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "https://asc.fasb.org/topic&trid=2144648", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466302&loc=d3e4724-112606", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466204&loc=SL6031898-161870", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=109262497&loc=d3e20148-110875", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=118255708&loc=SL5909891-110878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=109262807&loc=d3e22026-110879", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=109262807&loc=d3e22047-110879", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "50", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=6784392&loc=d3e188667-122775", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r67": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "https://asc.fasb.org/topic&trid=2208762", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5047-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32559-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32632-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=126929396&loc=SL4568447-111683", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=126929396&loc=SL4568740-111683", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "4I", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=120409616&loc=SL4590271-111686", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r82": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "https://asc.fasb.org/topic&trid=2197479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5579240-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5579245-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=d3e41620-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=d3e41638-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=d3e41675-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "2C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=SL7498348-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19279-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "60", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=7493716&loc=d3e21868-110260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13279-108611", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" } }, "version": "2.2" } ZIP 63 0001193125-23-088126-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001193125-23-088126-xbrl.zip M4$L#!!0 ( !*#?U9MO02& 8," ,A9%0 / 9#0U,S T,F0Q,&LN:'1M M[+UK4]M8NC#Z?5?M_Z!B]^PWJ3+$-I"0I#NG'.)TF$F @TEG^IPZU25;RZ") M+'ET 3R__CRWM;0DRQ? @ &]M=]I8LM+:SWKN5]__;^N1H%SH>+$C\+?-EI; MS0U'A8/(\\.SWS:R=+BYM^'\7Q_^^[]^/4_A07@X3-[Y<7SUV\9YFH[?O7IU M>7FYU<\2/U1)OGW[BKXUCR9^U8.P:.O5/[]] M[0W.U.)&FR=11>OX N"BW[03Z*==NO-O*7Y MB7SE<:P&;JJ\F;]Y^\J-!W$4J%?YP_KG@R@+TWA2O3GYLK#!01;'@ NS?B'? M%GZBK@;GU8_C-X5'0]%AQ-_4/TH?%%\,!W',YZ$;PJ/9LGFF>N. MS=-#-^D3'.6+PL-7P9Q[^N=7"\NR-)YS/?!MZ?V;238>!VJDPG3F5O 9VLZ_ MM\U!XW3N+^7[Z5]5/EI$S*M9!V@AN@-)J7]^//F:/YY6/Y\_^BJ-W3 91O'( M38'/X-N:F\WV9JMM4]D\$)V]K=;.YM&L8TFW$@N]L@ MOJ=<#_^;^FF@/K2:F__X]17_#1^.5.HZ@RA,Z0Y2=96^PA^^=P;G;IRH]+?O MIY^1@^);-M6_,__BMXU]?GSS=#)6&Z]PE5?Z'?W(FSA).@G4;QL;'W[U_ OY MU__Q_&0H<_4C'_Z7N>"NE/^/XP&ZG8'SBA.X)U@.V\ MZP".>(@GGP/W;(,W?)6>J.%O&\?-UE_P?WC_IU&K_=@&B?KU56') MV6_X% TR>H&?#-S@&+Z-O,_P6;+DVS[_N?2KNB& ?[(/+XO=X"#TU-4_U&3) MUS2!U^_M[KQYNWO-UW4\+P8!UTN!HQ[%QW%TX1//]Y$7$_3?;&_O[.[N[2Q[ MX*]3.WA5O,E8#15R6)5\^!71_UU" @J6=4BLO4L!@7[;2/P1,($-^>P\QK>B M@-[4,GCK*@$9\$H6T81T[67^ GFR!42C'T$I,X=@20C!3Q*X)R*^K_F+]1(B MJ^9+;U@D&JLX]54RK2ET(P4\&6?#8".Y5B=W1/Y,HB^E?I(&_$ZY*''<65W4^./*T(JYM_NE[ M^,'05[%#7%15*@[[!_\HBHCRCV&]5Y7KCTG@F7^"11"GGT!4?,!M;39;\'_Z ME_EW^5Z]_-E6&[23_"V>//FJ])Y7!:!4PVC[+P -+-JR8-1:3Q@!@+;AZ$O! MJ+5"&'62HW -\8=MRK0"(_0WMS_M^F""==K6"D_;:OW5:FG\-W^OS:E+^-_" M_UL6_^UG;X__ZP>;(D;8I[TU_N=<<3U/6^"#MS_MZ[^VFVO,VYJO-[>;J^-M M@,FOU_AN$9-?K^YN]^2TZWJW>ZLZ+1)L.]?VY.^U.75)VP,)UEY.DRD]>RM. MCG#9L6"TL_8PVKD&C'96 J/FSE_-7=$(\K_7$T8@"78VF[M+P:CT[&VMAJ;& M(P!0<[WQ"*1E]09;D+^[<'[KL:!/_!3WJOC^? U1TDE*O-NYE%AU_J9:3#]^JKR!3=Z M\0R0%5]N07SVNU^5H?!XC/@9"-KQ//*HNL&QZWL'X;X[]E,W>&*HMP #Y@+A M.6>=I=C5X[C^Y3A/YUG?]W+BZ2G=]T))\_3N^T2EKA\JK^O&H1^>)<^+ MS5>?_CG=?\<;^:&?I+&;^A>JEXW'49QVSF)%X+.QX40%F!9U#/N=G&)^B#M M";GVN#!_WQ@Y?+<,$)X34GP#:(RR$9\PB=,3-SQ39(L=;Q_94F*$#B-NEKBVV 93>&3#!#O'?!3#>PGPA'#4@TTB[@JM8@4DU M[Y9XFQ47_)QHZ=H*=$UC-1W4%LU#.MR.+E3<"8*(4.=HC-I"X8=9/_$]WXTG M/3=0S]446O[%<\"EGYD)\6>%J$2@)\H#M=/M!VJ1W_?)6.+$'Q>>_MFAPL?# M*'S6V+ $\3(2HS-/_Z'GHJOHS]%-6:HF&*NI[Y"(LCUO;VV=:NV"I],>>( M=WK3#Y9G6GW3$FGX'OIIM3/NR1"ZT3JF3ORL[KL.L#RK^Q8+\'E<=>&PS^F6 M:[?Z.KC5UPPI:E=@[0I\7J[ -2/ WKD;\[439L2(&:?G"FW,$3F=1E4,]$GYAJNY MZ%)0>=*.X35#TVX ,@U4+5KI:-B]2AF4SP%%[QA9;D@B"V_D.:$G")@+6/,X M< >D?CQ^[7)Y36[NT9\3$M19XP^:-;YFV%!GE=YS5NF:W7^=1?Z\[OO@^.AY MJ)CFH,_I=I]N >):U0&NVZW7Z4@/EHZTCJA0IR,]8#K2FB'$4PDCK6\5P[I= M>+6CXSG<_+R3/R<4Z(&.E$3Q$KD+R<>)_6^3/HIC" MBS4+N&[XT :?R8VK!':-;E/H]CG*L#" 4ED><4+\RA!A=49M!62?$_Z5%?OG MP=2J3_TD[[W8VK:66[>^U3MLRFO=4UT0\UAOKN:H=\=1[^<&GY=.=C>:TKK; M!.N$26N)%D_S?JK'>M1:T5WHN@\]D*2^U=53X1V,$JJ+O^_XYNYL"%2=X?AX M;^ZC#-V&\_3]T,U]_4FP#>4M M#T6JSTR@/4X<.(Z2M.)(ARK]$<7I^0F.'(ZY2TW4'0[5H.KI7*7]Z";^^F8] M\@5:6^2\AM6!X''BP/6K\6NMZM%6I=\36ZG3XA[MU=6=-IY]IXUUQL^Z=<7] MMZY86Z%18\.ML*'F+]-86.NVC^.>/KM^_(<;9(#D;I*Q@9:>G@.71W[C!^$X2Y.OZD(%K1D7;?[\ L!WX\'Y MA![GH.USQ)PY *E"GFD0KT"*U(B\QHA\(_6KHOKILQ^ZXFGA62CRSD>QI$!&)TC^BP$W]@+JJU?13T\\*Z:<2OQXGZ5ANCYI(:B*Y M 9%P<_8B&CU.6IBE8W[R+Q!SO%H7J\GDS@R9:21[G$1T_8Z>O:S_+P#!:70< M)8G?#ZR.4H4%3 =='@%A?O;-#3TWC>))_KN/DYY*TX#>AQ;B^C;;NJL.G 5@Y?9@BZ[Q<>)SWJ+YHQO^I-Z*%WX"8.F<@06%G_,QL+.;^3.WC-=[3*'?YS7NJ+LL?6^ MW'M)J5KG6^Z=1S')'8V\'_T@^!B%WA.GVP7G?HR764\8O..;:]W+S=535Q[5 MS76\D1_ZP&)<[!G>R\9C8"PEO8[O\D0% !;OV(W3R2F8R(D[0$5^[6]S_KY9 M\UT""(_S>NOV^?,LGKI]_D/CYZ=H!*:E/]B/LC"-"V&Y@W 7YZZ5YTL!6T' MMKJVR&1Z6,_:LGZ@\KB/\^:>9=OB]4\:OH\;7Z=ZK!ISKAT">1Q.@WM&Y +/7T$7F%%5 U(J^O:E$W=5PWS64-:YW6N*GCT]#1 M:DJN*7G]*/D9D4Z=N%@3T=J7_CXW;T$MT=;&&5&/QZJMU35PN]0<86V\.C5' MJ#G"6OBO:M6]5MW7I_2J]FFMIR51.@KUJ6U=11H^.:H>-:&6!/ M!:W7RX2JJ>RAJ*P>05#W4[NG?FK+CUUX3 33K7NIUR1S5R0SC5Q/A6CJN1TU MU=P=U=SGW(Y[))NZ>WI-.'=)./?=/?T>2:>>WE'3S].)A7. M!OBC)*GG7;A44\J#X\D:T\;ZS/&XGP:E]0B"Y7%C'28!++_99]1PMVY:_W!- MZU=YKGG^"]?+'-;;A;LY3Y+@>G-^-9_!SE(6>BIGS+BFTGBS>S&/NK*9, M0VL%,J5&UPITW?FKN:O1U?Q=HVN-KHO0=6>SN;LLNMK/WI:[-M_0M!#BKO+W M3=#UT$W/W;"3C(-,#]I(XO343U%!/@@]])5D;O#$4?O.<&SA#@#8[RJAK5]4 M<4%W;%=DIK__:;M:,?XVH8VW1]9IZRNO-[>:: MH>LW]\H?92/#\D_<\$P]441&)FO.!SO$?Q?.OW8H^O"T^8B)!/U*0"CM79FG M=AM\_NM'%.-XR'UW[*=N\#6"AY=8:6U)87UX^A(SC&;"_@X]8:1IFW$A&GY[%2WV#Y\^0T^JSZ M<>;&D]/+Z/0\RA(W]#JA=WH)QYSP@_02FD!VE>+AHQ!M/S\%D'_,$C]42;(? MC?IP#;4DF;L#GG=V#2#2#VYR6X\$J]%SV=)NH9V:5=TOJRK[,W8VFT;R+/)G M[*S,0-RS4*!6/1X8!?:N@0*VHG(K% "Y9E"@5E@>& 6 N2^- @5!L H+F*E_ M^Z^CD 7>:=09QW[PV1^F2N&_5ZBCW%*'ZF7]A,J%4QI26O!A%;^R.+.-;)M] "LR&A$9VU;\V+S]TW\M2=1Z ;>?A:G^]$X M4).;T=E:$\VC<:%6W\5=2Y+V9GLY7VKIV=LI$X"Q.Q8"[]P8@?_N)E%XHM2% M6L:!6N/N'>'NU#7< ]KN7 -M=U:"MJ0 D_(#9I#Y^ZEI&6LB.PLW#M*SM=EN M+G7CI6=O:_BV=O6-F[_K&[^7&]_;;"V7!%5Z]O9&3G[3-RJ'>%*XL>):@<>& ME$45WD:S503Q:H;R^._N.(Y&?@)6]N0P*A;;?E+]M.@^>FH7/7W"O/YO&BHU M5UBD;K3_ L02=Z<0\0_@7]N_('W7]G<"IX"N0O_/,1 M]/-X,+?7 I 57VY!_ Y1C4LN5I?P7(UJRS&)9X]J"SE+C6K5J-;Q/!\U&1 ON]GJC4!:O+Z[IQZ(=GU8D#3_9"JT__B&[R5KW' MGKLP>.IZQWVTN:OUCEKON$M4J_6.!]4[[NQ>:[WCGO6..[O)6W7T7>O;?(;M MG-OU=3[ =;;O[CIKJZ"V"NX?U6JKH+8*[A+5:JO@ :V".[S7VBJX5ZO@EC>9 MA3Y?(W9*_^M[[Y-U"R,>]_#!3Z*==NO-._A6KZ*_,LOB.M5K)E2:5;&LG)R^ MOL&Z8WANYJKXY0W6_.1.*I;,TO@=?'.#]2C9:<:*]-T-UOQ3N?&,)?&K&ZP( M]_H7H,E?5$1G+4U]4_,$4/S18392,4YSN#&23*^ GWY2833"A+&*E9?&D^(B MKTJ'6 S865!= -)7_M4[V%J4Q0.5\#_/E>L!>?_Z"M[^X5?]/TZ23@+@74A_ MFV[@GX7O!@K'<&T4OK[TO?3\W=[6KA^^MQX-U#!]/W+C,S_MD5^DT?B=TQQ?F0_Z49I&(_FL'\5P O-9:WSE M)%'@>TY\UG_1;#CX?R_?;WSXW_]IO6Z^SP]:^=KM>WNM_9(=ZZWY2^"S(5#> M9N+_1\$+]LP'0W?D!Y-WSO_^.XO2]Z<@ A+G4%TZ)]'(#?G#]XYU'P[?W?LB MN&FI2SYW/PJ\]YZ?C -W HP900)/?S\\..U^Z]KV?[H>;G(, 3Z.P MX7S:VM]RVLW=G;+V 1!>IZG;^.EF6^,$U*:14I.\M]]B@:4F8HYQAN.Z%LG:LCUTWD/(:,R M;WQH-3?_08(C7_!# >(UOJWNW/_]7[^F;C]0\,H@&+M@@85GOVTT-^C?\;NF=KLQ\K]N0E:/"@M[]R+R/?X*:^H'>S\[?V%BE-_X 8"0 # E+90NL3K M(C@#?Q&:=\(PH5[^/:UW"?LH]>[Q2H-T38!]?FH9W#P^^=K\Y)]_CH MY-0Y_G[2^]XY/'5.CQQ0 TY1UK>VG:,3YS8@QAI"!/(+[Z5S]-DY_=)U+!W# MZ!>=_5/\NO5V>Z?"SS1&:I+CVIN=.-O'UFRJ<(^GVLSB&=W^F[:+Q MN=+WXZL_J0&[9-##460'C<5 R3?V&3Y)EA3&^+_3PGB.<'YD6'8;$HUB/O-= MZL&U?%ZI?*:Z0'(RKUQ&[]0R>IUD].E)Y[!W0,)8Y/3W0Z",DH1N[3Y[^9H: MDG#8/>X,XVCD3!E$GAI$,16QOG.HS1BM/HV>+-P> ML8S'&+&?8 @+E$D0I6&&6M2[>_2"="F ]1E>?DCO7E+Y:C9;FSNMYLY>[0ZY M$_=;>^?^]^4.4H*B$PV=V$#/<1,G&:L!AKH]QP\=/TV< MP;D;PUM>UG[K)V"GH.<\MTYRBT5@V)3H7\%HL<[))Z@P5G;1U%FH-3,@] 8J M?R&VSY[^DI3%96PH9WE;#2ANXSK:?26975O*K9+A'82@'8U%0:*\DOTH"]-X MLA]Y-W"=D'66X#+C.+K E['C)' O74R"F"=&E[KR'.NO9U<]!.3O6;TY=:\. M)+UH0-=Y+5UG[_5F>W>O]69W9PEEYX[H:6\5Y'1=L7G[$.!*[.471'P.&(41 M6(6Q\Z\L]A//IQ9*(%MOJB2TUO.TOLUVZ-#QF1OZ_Z%_OWQHOO!84>A@ZV2K MM^5T1^,@FJCXB>%,D;DYA]'6-*),,R5+6D]Q%]D0ZEP5^#.(4'$*?]MH;RSZ MP=KJ%@]@0ZSDKA>(NH[GQ2I)Y#]?X3>M)<7<3K/I_-AROD5QHIR/41:H"S?V M&DXO P'MM+%1^6JLLS(1/2[([L.?1_%I=!DN"=;.]O;.[N[>S\>'SUU]?X>-WJAR*^;#6FKG__[+5;;]XGL&J@QN=1J/W.#0* 3>H"20&B.R]F)Q8@,<*#UR+ J0R!E_?H[OX: :X=XYFO90*^?=/>;.WN M;5=SCD<=@N@!><=^ZL/R[*14L?*<<18G&7HKT\B!)U"M9 INM5_T7R*'P != M9P#2]BFY[@C^=^&[V]Y9WG^FR?J,#B-783?$_,3]"8C^.+%-56X&JE6!/Y#"082<:NKP;D;GJDGAF)1 MZ "[AO/ERL1]F%>/.MXD*MBDU>Z3 %A**?U+:M"Q)G*Y&90;'^C9A@B7" "= MI*CK TJB$4"EF_@/^J'3@4>P@P$<$!:@T/W*]?0($O-P(XH]2(%+]+ M[@OSS,)CLQ!%I!*S\3O#$AST\;V&>($TN\*ME\Y]N0'@IZ+%*")TH/@4S"WD M?']&\4^'?N-TC02Y?W?6<^2WUQ[P\*&*D39 C8J="S?(E/-+N?SO(YVJ WY;-77_L2^)6E(]^VKZ>BFC.MZ\$:>]:,& M]BV9UK5@?K?\ZK&&DZX?-C@KA@T.P=+;JO.=9WM]JFZ^=/'3]UZZ<,S ]S M M2#G]B3,X5X"?L.)/Q^>;L-+2_<1QG4L5!)L_P9H'956Y"5R1!U\D&<8&W<3Q MU- /.6O]) /K?*>YJ^_4P@>XWJU9-3M_JJ3X(94GSJSPF9\'\ -V^P_<;$_V M>D!;73*F=QB5*71J9Z_?.VMV16&4PB?_SGRD-B RJAJ*J6 TF4-]VYA(6/R( MR@OE\C3+6G1USNKN[H\HR,+4C:GT*%ZVYGO=[^SR7%&*:NGB7K1>\@[/@8CP MRCS'#0)S;^9"8;&*>RMB#/G"0;G(/)&6'5B2ZN3,_=M+SS2S>9QC?ZL6S^98,\@R_:U@G[(!KAH?Z_ MX"SX(WH>?HE;D<50TB:T$]JIFZ3.VZ;CN9-D)OXM0"AI:]T]YN M;QE)Y%,QU9B*J>Z8%A@.!KM5\O*FN&N!':$NJ+Q6N%M0+N=8S**++J7"LF'A MAYB]K#4X^YW3><[7PG?2: )XK7+#[L$7HF0.W/.XN@R/==?;X$H4'1DTLJHBI)2 M]S"]J]U\/^O@]'7KO7YLX0.S]Z[$@WJG9Y?)]0*"S*)[[03 MZ@UD)6J7MNH#'YW__@U?]05#9A_]CNIP?SW_H.2AMX7[TCVIL>F[<=V'MS:.K0$W(W_NBM>M\W^IAQ_LW[==8E/,23Y\?5>)Q M_0 PP,*VH1^/V+LUA@VX^! @*,5X/-JVFWE^*IM;#JL.!L.X@[^*XDX.P,^! M>W;/>+46/JJ9&YH;D9W:W'653V!_21X:P$3>^6%9IUS(-9-%VE248V^BX^6) M7L/VO%$9(0<*^6?B^Q\&%!* CP91'"O=PH,X=QQC-"!"O+SPHRP))AHMJ]Y: M/$]K#'"AL&A&F^ M!1&--O*MW.;B$$![I[G5:G[:; %*5R'&@C+-%9JSSAK).?)_)^E:)Q MOPB&?*;@&1REC"+'I/]\#B*W'$W#:8C-UW]M-P4S<$88?9,/V//4P!^Y0<+. M>["X%/UEM\,/L]&F%U$G77QTXT.[_;:QW6HV 'X:B_3F/CC,?2.6B;^\W7K[ MQAD$44)& *R.31<&:AK4A@'/O#QB'E[FX3 ]AO> M,N'Q-N$Q"+I+_)]%-VQ-6:6Y>,E1EI)%!2^NNO+MO]IO\,JW;Y*Y7$02/3$Q MQY.#P\]+8TIKN[&WL]-H[K6G$857-J58-Z!7JM:Z#] M-WYXM:#;;;S9G4%B ME9#[>!W(B"PBJK7-T_QTM/_]6_?PM.<<'.X?G1P?G71PK-W'/YV3 M[N?N2?=POUO0B^Z6:]A)G\ZL..R4]KU<'-:9F=%YM^,49[_W;NPAG$XKS[P)I9/O[W])$TX>.6A*PJGKXNT[Z=HK.(TU^QS M39!]T!W3.%7@AB#(:2Z8V#H7LI02&*2CD^#]&'+/2+NPTBW(:QOVG71 9_DIA%*[.")>?_+6$A?;05QX;F;AKP 3;J.N)+[#!BQ1ZLK^T@Y-*/[MA9.@^$>Q;'-C!<7!O7W\WCLX[/9Z=TENZT\1 M]\?V[O^2MQG5G%9GRSDYZ/W#^=S9/STZ>00WWJJO_&97OJ.O_..6\_WPI-L[ M^OH'SS[__)GFA*,!N?[WO[/]%.Y_W:1-^Z&DS2[H=R='Q]T3G'M78]_SQ+[M MA\*^UQL?OG9_[WQU ?WN]U/!X>_UTCX3)%PYZ&0\,W&AV^@;CN]SN?NZ9_. MIX/>_M>CWO>39\\/G[M)6H$K>P5WR+/WA]0.D>?#GW@KCGW^ MUCD][9[TG,[A)^>@U_L.'QU_/]G_TNEU>SC@F7]KC8!^!*S_21CBZX;EKQ\* MRUO-C0__+^@ ?KLU^JT>_=X\&/JUD,L>=G[OHA_*L%94AK_W M>@? 7I%UP@-?_^P=$,O\?'#8.=P_ .-M_^CP$S!->09P^/O74WH$_0H=_.(Q ML-,G@<\/@3EM<6R^Z6PY__=W$,P'IW#I?W0)&^"#K_K?EF7E=#X>?3]U1*ZC M!_P18,B;IX AZ\;Q]AZ,XVUO?,AY6 ]PM,LY7(BVO>_'QU_IWYV3/YU/G=/. M(\#/O1H_5X^?;Q\,/\$(!0/E\//:QC[#DRYE!S:<[C^[^]_)F7+T^?/!O@YIF*(C MY_>C/[HGJ/0_!CW_+DGH^>+J@V4NM]YN?,@1=/_HVW'WL/=(=,_=US4NW@$N M/EA>8[NY\4&BN7\Z1S\.@5-^.3C&H 0PS=/.P:'SL7O8!1:*SA'^GCAI'@.1 M8,;,6/(CP.G:87T7./U@V9+MUL8'C;V$F&BJ 5;W"JB*N1&]#MMQ#7$;LOX M%MZG+O#D3]U'H1[LUNK!7:#O@^598A_]XY.#P_V#8^"YN>/:^=SM2M2E>_(' M*+6/@+6^;M?6WWUZ']K;['UP#OYXYGZ'UW7.Y3-BU@^6=-G>05ONR\'' XF( M5X3*G=[^E^ZG[U\?!<.NLR7O C\?+%VRO;OQ 4-;UVNBT?O^[5OGY,]GAZZP MC+2'QA7+S6RD MZ%,TK!TI-\1OHV&Q,7/[ M3:=ZY*5,X-NFL4W37W-+MN)2K>Z24_W,FL6A1CA\UMJ]G%"WW?43W=V:FL1B MZUCL9S[.8A5,'/@ZC6*D3_IF-E"VG*,LG@]66$7>+UX"Z P, ?8X_,\L@N M2%*G^,^.&'6<7G6>"5/U1) MZH]@\:G/Z6;*G]*-3*TQY(JL1&LU_KX>]EEZPA9QO-B46R)XVJHD3>W2I*WRFH.ZL%:84,CC$H!/KV>OT:ID M^1^3./!;_M^2&SSO6,T\U_M^2 U\M7(=RWD2[+! ''+QS;V MJ/N09H'S5@9QYN.\"]*<6&>RAK?ZH B0 B)][!O.3S5Q%*!O-%&*A+CG8]/] M*$9],0BB2ZVSU'A=X_6=X[69KX Z2(Z)V*A^X*:BW_J@LL+"R'E9.]4HJ?AW M1E-";=^]X,FMX3 )4FF0N!PD"3E:46(VP:G<2(,*,UC&DBT!.*#^IK0\(DD M"\AH 6-L<(Z;G#BD4^&?9M0$:?=A@MW<_5$_BQ-616KJJ:EG)=1C$-^QE).H MC_+!&(+PI4R506*J=9<:2^\?2W$DV!!]#LF8IX=%(S]JS*PQ3B!&RUWP:8XU]-?:M#/L"%\=]#4$TRWBWH431:GRK\6W% M^(9SK]E"&2CE<3R*QOY)C#R-LR35PX51#KL7KA\00D!LY,],)' #)K$,X)8B-%6LW,J2&&1? I<"NQ BIU(+H.G+E00C25" M''KB;LXU'QYXGN K,DY.@%\-W!#6!"Y!F0TQ@9O"VI6K\LATG'Z.>3=!@#_E MLYID?5JX&[P^#ZP,7.:0[2#,:YX[.;_*=V_@&C+"/HU@Q M:81<\9Z/2(870MQ1)CUS?H$,8Q^-X6(\&><^]\ :)'1&NJGB,1?FYO#KAR[; M_IY*!K'?5YZ,I$<^?:Y8K944B1-XD_.9G]_2J1(]RJ8H6&,FV8&W!A\7=Z8A M M1 ,3I.R- 3J/$2;)!C($*1 *%9V(TRT/$V+MP8\QW,ROCEF+#4 K2D@YC1 MY N@^T,Q)%+W)R%V!&SBC.=FHX0;X[Q5#CA>^(@*X?R,$#/ENQ@M"8'J_9!' M7E(T92JEB)#P$E[1 %09*."7+A^ZK_*H)M^9.P;L&;",R[/* O>2\.,5XM>0 M,.420S)Y[I7S,XPNZ67GLCTWB4):!]B)3[0N89V(6 8B%M."-;'=\Q,<:8LS MY_-<*L$\)XC F(_SE<%N2A$A\"4R$V]>XN,4AW5LEKI7DO1WEC]9D2[9TINO M,UC7)8-5TJFQJM8>8G23]-5KB>U.:/M'_;!DFVD)A11V#@< EGL6*Z7E%.?Y M10.6V9PS-LU59^4:6OQ;-'00\=$EOIY9EI\&\%T%)S>)<&X@KR.7FXEZ28R8 MF-?,1$?D1Y:@&$O<VF_2WO03*PZ_3"VHB[MA%W9!$M>O(UT2*O08(#_0>X"]XO*+8";E7G\"(Z M1I+1QN&_:(S8:RYABM:45%/28DHZH,!9HM1/&P,ERLZV. MJHQG" ]4B"'<&AGAA-CSU^;BC8#RSX;..>@MLX@&5Z_IHJ:+E=#%GY0+$8*: M6A(>HK6BMFEI]*!2^E@'8M4:N99CK%(L:/=6KAVR%G^EXH'//O8)[H(,*/P6 MK'FE1OPAZ:KBP\@XICUPDW-T:!&M+")JWO]LPJL)J2:DE1#2Z72*417SSM&; MS2N-WX+78D7^9&VKRDC, &]3+,.CC+EH$?%Q6DAB-#N]O)^2*]8?H!,.WY[1 MWLA]@#&K"/7)N=H>V<2NO* FHYJ,[IF,C/Q >F)/.8L0+F36_F^294Z 6&I% M12S1HFTI+"^X%#(P-@_50H.!C[XE/V9W!5T*,<>5ZL7M$0\>DUB-8FMC,0DK$A&CX[(+^\) MLSII8&1;HA)4KS:,W9&R0A4T*YM #:>5X&6P0/CWC&$RXI(Z)05E,3D;K MRQUP39WG)TD49/28IUR/XQ&LBS)?H;#MR \K=K,LM'$+L(:D)C ;@3W 690# M9F"F\BQ!BT5>,\ME[P&C%N,H3#"_#.[O6QZQ/E7NJ(XNU'SN5M$%B^!RN1Q, M),5I,>V1!*\EL5B=, 8L90B$6M*],/IG T1OH-9&:BI="97^4!1?+Q$.XAXH^(.,_$"S M*N9-[B+\VHTIJXH1OC([P:X7)M2OK=8:B5KL0)*ES[FG MLULZL.I-:)^2)L@7TX/HQI9;ZB5F_L/P@-U1= M(SJTX!#:O(DB6U-;36TKH;9]SC1>4.K,65N7G!Y&N5\4+AM)YS2KB2 H<%B[ MTD#B +3&;'1V(:%52 EG*CR#6Z3$.X/9%*/@KW4C.0K]8:H9=\Q36G<4RY.S MOC/::(.*8RC$&$PXNXXH;B;%5[>'H2,+%Q"3BJU/VOH$HY3P[X*I0MZ7+D9@NX?!"%!*)G7,C<8J>9OSC-4;?>U68+:F+5 M=A 2A!O[I,X5E"Q3Z%6I7$V'#O"5%#88QTBJQEU_2V-I7=SW>5U&[:VOF<%M MHI*%2BH12Y>:S,5@"[UD3IN"@1@S;FS[+JC=E47:Q1!=K"B4AHMQ.$WR*EV0 MR:GU,GH1I3J3!,9'%LXH&*MXD_(,]* "*UG!'=&6I6\FV8:SBB$PO109!+PX M='YI-;=V7Z.3GU,89K**QUENV:[++2O*+6M.^&PX(==R<%!$C8P3R2W4GJ+Z M8B9.$"\ZR+_G^-8O#/WM=20X*P/HM%Q1S#PG=X@T(+<4I M-=R?L*@L4)6'$")8)C+3QHZ'$/+#6F'B2H.$Z3IQFCZ2];&%@I"%U;I8[T/3 M%JY1$T--#.M2*,C]192N;M5I=;EFF^ 8JB1SPU070U$T).8.3$Z&B4,1/D;BP:0HGO[1V_Z9/L!^ _LZ7TL'= MCZ*0UVIP-J[M4;#)5_)N,6!$NKYD"5_[-37%UA2[*D>SYWM$:K$Z ^$E^IX@ M)N#A3!QT_ 3($-&$DFKLDD18V37]0$OC *QD;E)D]%JBOB!4A_^=P2T.?>[Z!3\"WLA[+( %OI,'!U(I36VYF"OKTFIY#3,M M 2*% P)FA&9+A:?-/>@/3! MC,33@8^HJS'Z4B^C."50U(RK9ERK4C50TAKD MG%C%/(9PB KUJ,(",9JN149QJG,78;0YEG#*=KEUGI.(S%3>L[@BH@^9^9 HH\W2;1 :6 M\R.P'CR#_7]C%<5G;B@3R*EULN06+Y=3EB>3-?+XN9F GI['V+TNHM'5 )W/ M<*S%,>Q6<_,?.GSM)DO$;7Y(=V\K:]I%NSE5P(LHN2WA1I5<&D?A*#UR>[I4 MOUPRS)H0O8"W@9>(G8DS&>%-0)GKP)2%MF[2+_96I'04.H?1A<*C"8J]UBA6 MIK*!:<_ID?MB1C-[Y\7R9')P?%0F$8!O>[O1;#;Q_SN8$9Y<9\7O^(/2F@UI MGHJ;RY>F)\FO@MVC2^YAHVER4W3V1UW&@(IQDK=JQ;+P34R#U]/)=,\$+.EL M. J+LO$U!#I)<90.NV0KSC<5Q=,CK*2!J5WB)/FEN04G:.4)%]>!T#Z]0Y// M@H=[N)/R%2&V+Z11..3FN1L,]8ODW.S,)A5%.X&6Y,X_^/'29K:<+D+Y$FR2 M?$7Q1"6VYXH*F1"DD6%N30\=&MZ.8VQ"^MUM9NDV#/;Y64%S2E&*?( MB$\P%%#^)=X;_1(?;.C!=X@69S%6RYK1)X*&.FR./VYO-S7N;CE'*"(&%MG" MET*VETHCM4L%%#BI(:#N VX81IF,(-7Y0MJ6$^.(#T!IQ(&T*DFPDA&('BPK MC .J>:Y>&VQS$38W[.@LAMX\RX^]NF+GQ1$! $&C? M/P\]M3W74G]-HV>$BQ"V;S<=#^PEAZNT\61B!W,WY"6-85I=_*-#E%P3D%LW M7Y08DQ=!DTR6+$3#(U<+O7[OI:\UDHWB!MLR3&0T'(9;AIW:3>" M>G*8'!LH^P-;*!;(7M8@)-UR/BH>E]$#(8YE[8<^F*7P">/*_[JC\?N=-%92>^1*N2]C/?4#"8K20&+I(,JN)Z?,$E/22@L?%K-SA=DP 1U0?X;*3_5@C$+/O*) DD2#Q.8 'TMQS6D.< T0 M?8XX"M2CMT_Q?=#IZ+YI:+B M5^&Z!*WS+8394R*'M#_(*0W%EA]2',B.<-^@,8[=*?T85+7(*]+T,(LIB9S? M2()$G-P$*+3Z-0K8?>WM'J'6B:RY(&#*$,G*/):\MR)UL-&OG3[R??/Q'Z9S M*8VP]YQ6&VR8,#TW(UW4#&79P2$DUC!&9 ;%T"\[Y+3?ND8+5 M?(@,X0993U116HU;8MH5S-==/I@1_EJ_N83%R0TMRYG.M/R26:^@4 W=$%P8 M3XW)QO@S$HTO=E]2*#C!,[F%6>RH^+UHO>3?LIY.0>,,%,? Z61G"#V]6V(U MH!+QZ 5)A$0JE.D\,MK(VNI8MC\V)E03*F\<4$DPKFR1&#Q(ID4Q^]A5 MBE;:+23S<27WS .\9.')#7UVW:CW=PI-*J;CS3P0 =4\L"ZWWLWNBUAK(T1FB?@ MGIUAGV>N#7C;V!%3U2@X97M"FQ/&E/HE_Y%P?;/D2\9S6R>=:0O-%W@S[2%1 M[=&[@M]?X$$HKR+OZB;3FA)_!'P$KI/'.!D97<%'HUD>"CV,+(=.+)XE;*.F MQ0@UH:"V<.7]F-]=0RQ;G:M\G_ ]R"2.N M']CF"_\EGV;?35*@N/T8\QQ[&&159YBW]/7K/DW&P5<[QVZ.MQK.IRVGNX6Z\*7SAQM0H\!CX,##*/"C!!_ZNK4/CWT#K1#L&&=? M/+YZ27CBN.%\^7W?SLJW>MN!!02__@*HWH]][TR9!?)G&KS9$]<;!#A4L/H1 MVBR/Z4$G<8<\S-:+S!GYC3G[>[NUDRN8;.=I@2.LC'*YU)5VY5E^"'*VE"6F M;:7IK.ARPEFE<=6 :]/WUH.C^.X,H.%AZ:P]%*I.#R0\F$X:+ MQH/\C&^ M4Z[+&7'?<$Y]T#_@? -D"7@O!75=*MD2&=Y'*F+7/0L0 7VL[8#M^T6X3)]\ M9^OMVIR/*^-/-[PWHV-DXQ;-)0Z=L90OP[6;)F5[6"RP'AN'7 MKI0'7_DC]OSMO=YZ^[IT?^*IL:\O][/?V?5M.1_UM%DZQHAQTU*C9B2!2LMQ M4TM9AAZ9079!$J #T/3@7'D9_-':_EV&"=#D)%9O^RH$6XH&!H# A*.<^V/L MH&B9ZCCFDD9@SGDUSG_UPTR9%'+K80$B_#FQ#ID#W8)'<:^X?3W4M=#15-/U MC-V0>2'?>=3J!'2JP PQ);(HONE%HF K*?H(V@V=L#MYS ,V=^KIK, PPG3P(*$X4^#_M #>_?5^6OFOCR/72P M24E&,32-SU6IKVCQK51@X<% M2J#(I5'1/'5&^A1(?81D]+ R@7XNA25&Z)34F9N6M4XUC($$MNWZ7/($(SC$ MF3JUTRI)QCNGY@8BM:8U'";=1-GPT-D8@=02Y!//"TVX6,OA!I<5<8)&P1?- MR1NW"W15ZFAL"F,'3IZ[<%[H0(_JA8LSRAT5GKODQ5! W]$(-ANK-(NE,W)$ M<:@@_Q*PCR*.VD]=F".K6]&$G&X4^PG/$Y\+#XRMF:@0)?,6SI*781L]=RCQ M<];H7%[CH@<=7.M;*J#X"]%L]"JI8)4UB7>W>(A+EP_8 \;0+@81"Y:=X< MWY0OZ4F_>N=:)Y^Q $\)#1/8K+)>RGJOU.I>1$&&'23AOVY*M80L CBF:S74 MMHJHN,>7C .1#(&)/2:DKP#\&!DA0/-UT6?Y=>8]0XIDJSN;T!#ZZ?IC+I/B M6FB,19EX"]S.P_C2D",!NZ?>?UG><0".&2/ZEY@)+05Y7@QSSAIFE^E%.@.\/9KM5I7WSN M+.U40K-1A#C<0+4?1J)=. Z4O5 ><8T2,%LZ0X;"01C^2B\1=^5R.P!5)&)) M^CG%>GG,4N14 7Z%21A #X=]MM(.\EA^)3[,"G$MB!M53L3FN%%Z&DGBQA7]>J7^"X/S&'$-)&A MT"'EO S.=>,D@,ZFQ %-J/4%/D OD?O-H[#=@)7M_(H71..B*5["[INA'\,9 MIQX@P% Q M&BF56O9,04^)PM*9EXZ>+PB5%^+B-XR!1S/#WW:X6TDYJDDG?*/F7)K^@4-W_6X^-M'5B@^ MAQRKBO%I5!-38@:@$2HU-:4:_0O )3+N?0]B!P/:Q9U^Q4_L7&C,F]K->9:= M>,,BQ=1Y2Q>*%SS3G7AC ?C?!%DZ])5YQSB C>3Q#MO*KY0WR)VDR8;)!@<@ M5K,=WD#QS?EA!AC'\MQ8TC!>%),\2RN^MFA'A;HM#B[?VH4?>RXIM,+8^Z(: M\\HOR>6O\[M23@1NY."#Z\DQP=!B:2AEM?"U\D6*)R\Y3W)7M6;#F'1NTK=Y MUDBB3V25&A02K6C'8)V0]];R-S#%VNU.9OB%Y6[UV!&BCIS"7[,ZH;"B9^Q NSJ*V_T4 M2JX3S6HMQA(KKYSMCNOW M*:4P**843\@A@@1".:,E%HZ;8E,7FH?(-)CGP\Y6>.U8INF_ M_$)GTLB_218J,D%2]PH@+9NC?&HV^T2JY!R=-V,Q[Q)$.[:*^;;1VMUMO 6K M3*Y2@I0BZX$W8TW)=MO.OB*+CI3\MSN-G;VWC>:;'6+',<6>='AOALY,TI%? M W2^M[/3:.ZUETG065#NH4M2R(MB#D_'A56%L;PN[0)V^DMKYW6CO?>ZT7R[ M:[G#JEKMSN42*VA'75$$^SL5\ 3W7?_ZXQQ#T])&DR+K"Q.,3>/O4/=/.N,& MQ%1<([4/CKHPBG:L'X5- I#C"95^DG+=8#_&A9TN/8P&9+.R6X^ND\S7&#BG M>%:0!&.XP#AR/2E\-<,#J#LA!=;[6?"3$5O ERL_!O*/P_% MBZA?*=YJ?ZS0NL!UXVSP4Y*;\=7B\"V]1<\UG7K'2*=+YR^ $W.M*#M?D[S* M*:8"2BS5,=YM A>RK)E'WP*MI_12G<0'UJ,OL8 +!?=*1!'Y ;P21[O&8MV. M% Z!Q/A K+0;-L3X,-XV/(OH>P:7ERG\9=^/Y*]!'EXUW%1.P\[!LRCR](+Y M[M#_9R(9\*F*0QVBP-/\4%I!DPO$P(HNLB>N>A9K]R(&-T+N9##!3>H>E68Y MBE.B!<%>;3VI%X'MA^<<_Y'C*6P^XH-EP7X_'/\+5]''SEDC7TIT8;5AK-CV M)MC:=S?V/4#QLYC#="#)"+FB>!HI"I$&NEDLU-8TY%-LQSX$:7^E;:;B'T#? MI'FRH0=_YHLJ= /CADK+S7K9UF/.R-BM,S(>LIL)AT2F9R%?5^S=+ MAD. 4O'3Z6PYWT!G4X'I^<':Y#GH%HF*D85+!X']/ 'T=W^ MN>O'(WP;#0@I>&6WG"^*([K%]8Z!Y5(3@88L?336Q;YZ:9)/K/M0%5$Q!D2K M,]W_@1F 9A/T,_NIRE_"P>,MIE:& .]/T@1'RE)(L7F2#T;<)'>D<27O[\#F M=3ZKI/^Z3C^.?E*]%C#?V,JG=W%\N409J=$%H0N>5W)^=#8^=WRE.\ M/.>8/^;4>(EP[V'L)BB<3N0)A0_F8WR]*W'RD]V,DTPY)@PP^!R39I!Z& M]%UA.1FA(/HC<]Z&)8.IR!8=DJ\N,0>;_I2XV@!57_:F@JZ38B /I'I$.9I# M4%#8'A951T'=#BKZ3(.2SH\JAT6@(B&J=#N4\ MNY:G-D''HR%/G@$.W4$4_V3]*+^[0@MK-Z7F+JRWZI1K\N7C*7YY+>Y,SJW- MW4>?0%$(HG&A*?V+CY_V7YHL(T_/XB7E[A__."E4#!]^+9T+- FE2%G.X2#@ M2^APPA4$XWZ@J>M\B;)$":XQUA^Z%[DE>E*L/A:[]M"5>S 9EOM4SA]4K=V# M:V-=ZB2"6]:O*A/^[#7!0A@.2V>U7R!GM-!3(!&ZW+59N.< >-^%SFZ*L?.- M7DD7(5U& $+8@H'0^RCU%N)"JE6=.MYM2]4XV!XT-\Q.]'UWP>DB[Z$G\ MZ(<;#ZE-1J_;^9J\-*J=_OZH.'@<.Y\ WIQ1E07N%<.*6@.E!"6X'(#+)JJ= M@<-A-?QQH9V-JEZ'E=!IP -I@;[K)^>(F\3EX)"$DD!MR+^CV""(IU ]I+:U M$7 YTI\34G$E!:B3]3-0O@&6V!5/OQ2 ]^UC)\?5/%_(?A+M<1_($[80][%& MIS M<29HZ13UAFFUH2":&[G4%[T!!?]GPQBTX+^&&M$C3./75"UN=[NZMEYA!,FU M50J!SOJI%(U(K3[BAW@78F4V0%!A#Y=H'_ULXA B(ZV'U' ME&\8#LZQB:N5_1IFZ'#< F1R_IX%$UQJI\$FQ) 2)T!4CA%#2$*((B+0H[ID M''JH4O31C$6L&=CPM%%T4-OWR_$DG1D(G6G)^T7K6]ZW>EM.)1Q/X'V#1P#$GFO,W6 TB;0L5A!0D M"+W\(';_G1.6*!:8-/8QCL+_8)<<5_(TX6YI[7T*QG/S'^>;\C A!J]K(>OZ M8Q-T;-B,R8,650%]EEXF:8^D$U46LIZFM2#6 M7?+$4+B(/P&W;@H87CT#WV^I@[3/UNT'1(AGQ9$=.@2G4S8EGV<>CW-VG^Y3>['W=]#Q*M(,B,>^B$\!J MODGRUTTW$=@!F^*ZS8BO&PUAWGM\8>;^O(+/V%=N;WW^/H^ LAF#::^>_N>5)Y!WUUYH8DJ@/X*]"VOE8N,)027O@@2T:< MVDN7AVX"BON2(R08RXA>4K^*&>.P='1IJZ+T^TL*Y%@"6FSL6YN:8)'*,C!O9T MJ%22K#1CT''@;Q%7T':"@";4L%!?*#)_N,$FF&M&T8?[1NTNRO2V1KJ>41P7 M(5M,P@K2L49Z>./:&BC#4))AHX!6*ANB*! _U@D0*G,"9+ MF4FT2SB;AMT?<#;7ZE^QCWF*V&K&8CP)QL0\I"91V%"K1'0:Z(QS(V=R&2G6 M%VL@NODFDF.SV#9*+!2*$&:2GZ MNK:%C&S(HVT<4KX):,:(_Q?4E4H2=F1$0CY0Z>.QTU-I*MFLP)1!+T-;0ZI_ MN#1,'D1]-1G[V,R6CMU3X]2FK M7P#:L13>"*M@WZ*M.-*3"#[QK"4LS0IUQM\ B_Q-X[%YLG5TN@5Y/E-@ M0LQ%RTR8^^X9>T5S!DP?_,3F: F:AHM:.;3I)?SO9!.Y98&$:2-G>&*,,XQ0 MAF$F3N!Z!4N4*[ND [(N5QM$P(@$I\L,O)>-6:V:\+#I,_<_L'TT;22W;*8? MVRQQ"B+D*%2853@@/\"DZ.WN)$D$9*53VSYQ]5^&MH%''O $6X;:K6@QG?4C M6B9Z7WZH\UI^3;**V0UO=O_VWIDQ&>;-SGM@5QG0"9+1)EY 077%+!4&MN+MJ);T%',WW@\Y+UBF-M!&OQW M)\/F3>CM\4''5+:K)/]A;B_S$M51#1!07>R,T3O'6-U!J4X<3TJUPN0+PT(& MVU2GX#-[^9=^V0F:$4?B4OO=7?R:W.+&G'+ME])-:UG))K]H+ GX.KXLSCCT MV2D7#+>)=N<;IR^GH&K/*6X"ASIR>PW,[/,#F: LOH]S?VSF0HA?A$0U!DBI MA1,%5=@5FFBSB 0IZ=G#+-0=M/-=ILH=<>XC!5UI>!P-B&7]\XHC!)RBR[;5 MR _Q0]H9V+>T]S.NU43-@D#!44745,EAZ*F!"/AY\&E@0K2T!Z#TYAQ .D++ M!A7E4H=:;LC#QF]J.U^ )(<^QEZ[5^- ;# 3PJ>0JKHA\GR'U,@ M S#<1*,%JT5#-M=">!2X$SJA;<,2;8MO79!]F 7L6?>U=C>].@<[V!&3$S)V MK$ Y;))Q]/L;#C/QG$^S\F4PR(ZD5GLZ!9Z(GPW3\<:@/9I9?%*=.:(M44OW MU^A=QF?.$#+]0G!K9QQR,(\ M440[SI!AX7X7>@M.P<#9;)G!00#Y28*N34D=UH%<=OY0OI)NF0)O@9W!GB96 M_!.E2Z/H(Y!@O8T,I\('3\UEP.==[G[T=Y4Z'3^F?'3KIO-O:7FT^95'1%9& M](5'!N,]W(R&]A06&W2$2W9)OMZ-'?.26QZ4RF5RCFZ)1?)/P8D]XP MR+&< MBT@UM^L, \45-.TW.PZH)H/8'0*C9(HC^8S=P'ALL32H[O";W="4\O X:(2V MNG*3I9-G=/N<9%8>#"W76#YO!E.C4JFN!.Y'75S->^%[-I^UP8YE7S[8F6>N M)CW* R<'4/7Z1S\#]QS4TK4/2IT@7P-3>@NP"^A^4E1ZKZ/'7D-!MO-3^+7V M+YGIFG2L<1P-%27_4VS=.%PIZ&./32CZ\C^IH0HE=Z^PWL"D=UE)8,C.%M+H M]@[Y5LQ\%,QX8P\+& V(!W_/0HYF47FD\3*V&W..JUE0(S?*O[G8:V=42DL[ ML.0QZ]:&$=ILS*Q2^#&E(>ES-VNEXZ(X^Q0ZE#.A6*XB9O\54&F T;3"RV2[NEG7Z.2)5$=\_P#$0C93U( MDAVUD<> 3-Y4/K=DEEI=9T4,-!AY99W8\+JP\-XT?B_#Y48*^P-1CJ *@2DH M;BM++]*7@:Q? O#D==S;8[723\I<+%_7J"^)AGEYR1]N#.<"(X@4?0QTWFPZ MTWURKK^[V!T-&->)PDKR>V=<_%JR(,GF:N_F<2K+'A/F1%HC?9=;&0V>EA63 MN6PL"QH<$40XX1D$7L-2^S#>,L:6:( F?ECT&%LQU>D]DG06E2>OFY D*D#L MP4_R]+)3$M47"D'EVHMYBTQU8M,VS\NGX DD2FL M^P.:SL6F5E[=*#:,P'7D>PDJ-2.'>'5%IKY50=QP&&FLS& K)Q@X MU.\J_>D*9>CL!HSSRG&]F MPZ77L)U@_7O7KN/+SVEE^$T!.T(8?)--6Y@$\& NHB) MQ7'O9<)VCJYP_,E]UPQC_9:YFD1O@AMQ<&UPPZ1?-'1EI^Z^L5P/N.K*V62Z M2E+2-DP"W/0C5"Q*>< 4=\79\6[,42^\9SM/I!0*K=JJ;$B['M1TC@ ;+H6$ M/&.+/\@@JD*AK.TSH5(H"U@3'<@W75V*IY 4!D[:3%.:O'G* MP<6EHEX_F;5 7L^;$=7@[-Z(, /DI&5AY(7#^ M'C2)RR"C_-ZX6++,$T?,2%SJ!N/JX28#X*& 5PMU_<5M+PPH +\V/86!2=I5 M*7]O$ %[-.W<2\=343UG.H MQ0;>:?$)VC+I#"/W7Y3)-1I'H17NQ.Z?%Q1,ID?+EUVN(<<+R:\16]-+ELOT M=<+91DD!"SFE><;Q+I5NET#5V2AN,.^7 0S S,( N[=(@D411\EE'=.\57P' M>]M-^Y2IARE/*DAU3VGMN4=]!L4S7ZGTT(BQ^VTF,=E0I2"/L7]!CU,?L(/.H KTZH&+V?:[]M58LL(Z20)TO064(IFYE<^1[^EUSLAG\O4"'P>^Q9UD M9*F/1R>?NB>;^T=?OW:.>]UW^H_Y3+L,E3[U?GO7+/!)C(V/,>X3GOVVT>1_ M(U;(OWDOAO5:;-H/,4O[G7L1^9X\YA59Z>[?\D.E7N4CVW][7Y&:Y="?OVT@ MN]W@27ZO9Z_1JERCXLWVJGJ)JE]:=^@4K\V9S<:7O(.28-GX0)V%]@VV'>>Z M#^C<9PJ(64'$27F\B!&J;,!%LQ#%R\6&0@]$^+Y<^PN-A?P+6:+$B( M1U5UW&DX'L]-*FRY+'1D@6*+(>[IY\<+I=I[(C&Z4OB?&/\'J:0FNIKHKD=T M)8.H)XAVG*M/4\0GG<3*)C/-]SC74TZ*9;7"UMNX70P94E&0?Y ++E(%RMD ;" MK^$$I8(][K35D 10':VK=?2:&=Z &>8-XZ;;IN(H+#?(7%,2:9P212L1R+CJ MQU9"<0GAY]FK7$&B9=!%'TDX69K10')K\*.#Z%SPO2C%KR EEB MC[(HD'8>J5+!E-]&Y^#"B?N@N?]T&_SCZ0>I6CFBF818_)NZ\@=1P^KP6^8=O('?LP";-[G864\..58I M9FME(^TZ%3".\.>;(/BPE6+E8E^I7^\X)QGPDXAQCV29F0Y<\ MLI4KPA&^I^ZY46*^XYPIG(;LAUS47S.;FMFLEMEH!SA7M!II2FHE3]$;\+Q3 MXBG6)^M@&!0T9IIM%:MJEG.M! /CM)NR#7AL#%64B$=O1DRRY)#@GEE6F0<' M42G&3E-WQA)."92.X,P(RG >ME05Z1F?.DX@@2J3R7#?\8#/A<&_ULAF/0LD M"JOG0;8HT"O3DHH]]X[]YWAM2^ M*5&7U"::$\3&LS7R@+5?7X^Z-I=X)CU !GK[Q"PRW^-Y \9>UC2(U,<"4PH9 M+(5>SPK$3!US=8RO;/K*B*Y$S7Q=<4';(5!2Z?M9JD=)\+RS/.F!VLDST24;Q?/ZT6*QX7A!+_Y.W[@@)QFB"ZW*@ Q3.+=&MQ2/-_MN.44L\3! MHP5>B0DGNOH*TW)HU$&I5DNZ!"X?R]89L18:$I=FW$V5/;9;!]9-$S; HT3" MOX^ZC'^OSB"Y;0;);I9PF6D2"[:?%3=ESH8QS]<=((.A M1/?:]5;K_#?0^6]91())WM0[JT,1MZU2TX" M1-!#KN=+)5,:W3"%;99(L;S>Q?3L9KR-G@Q?C-=(RQ.J18-DC=CJMG39@ J^H MR!22946AR1LJ#Z3(WO0IH4ZU0V1A&J>#B96(GG*%%;ZFD+WIZ^0W9&LZ99HF M!H93::5YHKYU4*NBIV'.6CJ/29GC;L:YFXQ&NYIX]%GFTJQB++?!5#1M")MB MHKP!,LZ9D]&;V'X^5EP P,%C>3OZ2MQ L^* MF<\4.9JW@%A)T=N<)UA69-KG31@?X:BY!@_8L\!#O?_GJ8V8L0\,[)U5CV(5 MO5(: 76W2%),#A#3/!\;9-(*.&G7\U&48,(P,4J:L8QM[ZC[*W:>AS?HI+HQ MCC>4!T&J8W$YVG[+B,H\NU=X*PFH\1@;R>61P< ?T405D0ER]*DS3E5IF;D& M4L[@AW-'WY55=9)?T6"0F:)**^AX&<4!U<7"R1.E>(@!7R-03B&Z/\*,9I.S M@3T[**;O88FTYR?4"H(3KG.W%V[0;@?,W2S,W@NU:*-(X+0GS7;&TC10 $5; M-5 :1^-,M\G$ V/%BC1#RD*VYVE.%'N(I"^>C+0YU*9[@@W5_0Q3'#$@XGS) ML"&7U8ZY%C:UL%D'8=,U\S&/L1(@T&3>Y9*0WS%8&DK!1@1(#22ZSY,U]2^= M$Z79V.^1&TS)I1,S/%4A%VQM49'S+K7?P1+O).'NWN0S.VD:E)GB M.L!*0:E&];<<*L! MQQJ$0IY"4M'Z4("'V9[>R- IYI/;0=E;DL2&3SXV>--QU7>$%EZ_Q##5I M;A5LHKV6)9*[A9TG0(,X]P>!Y&]19^\*Z&L%91C!40-6&<1/&0.WU&W&\B9? MRZ2F_T?%$:;Q&=V_#,^*--JR\[2O!JYXWFFP"$UR,F$J:FR+!W5UF+TDH CK$5*864O-6FJN@]2T3+2R68:(7YW& MS E+,RMRNE<#-9:,_M^Y!.]8J[MEF?IICI:>YRL-HO$8A5?H#WYB\E" +K1L MA$.08FJ?EIX7[# AOJ4&&F!%GS8(-9\08[%DNE%/;Y"+1C(TS$?8#Y2RA20Z MY>LA25,/$._4"H?T+1W(2!$2&:BH*VQ-NW#GNYM@$YH:Q#YV3-EM5F@7/XCQ MX!0ST^UI) 9SJXEVI5?\CS:NHT1=979@JN:GI,NG%LJ+[6R07/@ M"XH(YZ'8!DZA9M]JPS>CF+)AR0Z09EK<&0VA+*.FW08(?31"<>*M3P*1FGBP M)80: T-+KVR))\LX1O\C#6%/*6UL[(\I0BR?6T:QK#XR\H4Z^QB3%0"#.@D@ M#XC=6CC4PF$=A$//RFOZZ,:QKS@>T0VIRJ R4,2I!Z5F-U&LZ[EX6 DZC8I63$9.?>*%8@0QXYA*9##0(,*%4$VL_N-0D]P(6)TL HW9I>I$8 .3" MPOYB/JJ"*_#94W1Z,QIN7DXY[:U4EH9)[7*QTZQL.3*A!@_;?)'!(MR%8Q0E M'3DV)BA-2W)CX%'\G7Q4: MP%/2';62PP&:.$\#"W\B:D*&?@R2Z'G* _N/>1+BHMPJGF\]<)-SR:!D'[9; MSN,K.+.-$WN 4^;UUYA1J-W%>I1<+CZ-5YB_N 1.P".3S#*F)6U"F4A#T[4Y M[P!IFE;8':&ILP2Q*]8C[6:):8OX_>P8,' MSK+01@U,KA.5:(+^ZU2W*SZ3;MFF42,@939T[2FQ5%SXTJ1L11EV%Y19!1P1 MIO( C-12XUH_^9G85<',NXO3?G/Y 5@4+V!C>5]ICJ2NC:Q\"Z',!IMN M%L:8JR8 PK9KH]&-2Z5%"1ZBR2WJH2_$C;@L/#,D< ] D2V8= MAFMR$QV:"OQ\I'#I++@ODT1K)BOHV<9VJ; ^NQFVFA.J#B//8K+DYOOGR!ZU*B6,TST07-Q _(DSXK6\\B*O1D;H('A M"1".H%%)\V,QWI(Q&"5B'5L91C2J7,?Q"BGZOI[3:DV^U@J8Y/]083/_QLQ- M[@G+%*2+%6$#U_#F;7CFT/P(T;FOIOM=3F<$YSKY.<_@P*:+.JKM#-T\"\8D M\!C7Q%[S;QJTA>R>(CF]4%=F&BU*'O=*(4N:H"A[J>4+=?F6GYOB]%):-PF' M^?BJ+Q3)N M0E?JO.!)F)75.NV7K,V:9KIZ* YI#C@FZAPGI3:8X%GE5TBM 4 MJ#18DQ#8\D==I[>DGBQ=:]>J7^"Y/<1MP2@D5 M^5-DYZ3%&!>-/8FE1U=/L8*AQJC_=4?C]P)%TWM<@XB,YR8PD'@@Z&S2F?DF2,%Z@0_02P0UNN:K M;L":J$:-!@\O2P:QWV>5B=#-4W!F:L@131'M%O4)YQD\TPO3]"S2-/RPV$*_ MA"W3Z(H/Z"G:0J"[1*#;I:OZI=W8;C8;S68SO[7]TO";PBT^@*E"(^]Y-#"5 M5ED=6XAG8,MVRNP+2V?>XR/3]>7@[0 Y>GH>, !"XK&NIMCIKR^I7FI,_34] M$P)QI4\FZ0Y\&VK>?7S#HL7297"H Q../1OT,_E"QBGH5GG26 \GQ$4QI8_G3W*)'G$@'QF0I+?E=]FP?TS63$HD M"*);T>"$"]$)/6&AZ%+$S!.VXKY&+EM-P#::NSD_$%;!,LNVZ="25#AF=AS MSU_XO@#.RI6HYLU(R;A SL7IZ-4DRJ?Z)E?:8>9F-H>U<3C/F^_<>2&EL3*9 MOK3B:PO/E/0Z8@;8VL4IT"X9%L($S1!D6ODEV?08 ./\/Z"!:-C(P0% S>_/ MX*TE*V8"PYX@7CSY%HV[HC@B=G@FE9Z/+RQ+D0]9;H;\.%Q\H$^55S#:=RB. M,3"$J/%$EIK&3XSAMH.@PLF "^?L0^M9[(/6J)U+#!'==E6X!M8RT&&1((X MO7K^=IYAH"L';-"SE6:TA;D"6_O9#'11K=8BW0/O+46KI+M"97:0&P M>-" BC?I+7F_91\'F(HO@7#&34#/0SX-N,?I&NQ1T X-843P(46I-%H*L-EJ[NXVW MH-C+59):8T0:L*M?6LVM[7;.81ML%)">^':GL;/WMM%\LT,<*B8[G51>'+=> MK79QH3F]IK7=V-O9:33WVA8*[V/R./^F4_+"CD' L6<(97.SV;)W)9A.L"0LF+%&J& ".IH(+FX^%)"([,$4MG-O-BE+D%:W.KUPZKE*"GQ M='. V!6Q[-K/,\M+>-97-8%8#F=.M: 8!0?'QI1.0(E".30"]S(ABXEC?)9; M@W9D#4P-,3[IXS1=P+4H2X+)?.!5'9[R'R2(PQ[H<#ZP\*H!L?D DL68@Z8B M?"6U2=QE%(NP)%?:BP89I[VC%AU'5Q.7J\,]>UP([H;HE[D5%8P=0\2*$W4L" M 1[EW._+N+>(=0VKWRS3#A.,E2H?&^H)R.::$4,%&.B7SJ)S&EQ* M<:'WTWQT#.?K"$M<:O4J<5N4I'[LR0_I0YQ3+JBL1Y+3:K/X@)T>8"&X]DI> M B#NGY5](R>141!+/5RE6()O!'L'ZW]=AD7]#'\[C!AR(K ;16U3QIH="RL\ M-LD5/R2;@M'2M>TYY%QLD^/M#X$[D+IC5" JND,DYZF#E^>*2,^UQZ*5.^_X M/.P+T1?P#;=BOJ);%4/G6L']+>=S1GT(&VP:"T BFO@J_9GUA,MDX:G*R&5W M*K)/5AV#'XK*2U%"=GK'Y. PO ^15'/SJOV1_H4C5Y1C)IFC'V@*E)+F$7JF MT(3PWWBPRP=9#,9[[ZS5DUQCFD5.I_N8>_OO.>GJM 3> 7(@CUI/2HI.GQB) M@:6;ZDNFV(L>TBSYT[81D84NW'7@DQ])YU?K5!VK$JKOAC\U0E@?V^.@T0<] M%=I=M+^^8%SE/BS7*&5-*Z[9 ;KPQ>V5D2,2VT,DG,#HHXW!WG"L*9.%* T# MRZ9\+#&@HJS,&N%8ZDYE/!K$VL.?6E7J*T.*'+-'%2>T]H,NTX8,JAU1Y@[1 MG+41WM[L[W[>GNOI1>P UP+\GJK]VTF_K*I_Q)O&NLD MO5POZ^5R$'&N*_$^*O60DH5K;*/7W2^]LZ)-8%NW"=1-6@ 3,.(Y&2LI]C=8 M1Y>$;("D%XS[G(*NE6B37@=4IC ^Q6J;2G%> MLZ=0Q\8>0!4#U]AN06W?:-<.V ] $2 F.7^]T*THFR*0@J7%[!JV=^Z/DP4* M'ON9BAP@U1,N=7Y/8;9");&:@B3Z:U1ACB"%ULJX#[A]+(7:<MCYK'-\(8#G8<0P M;CA ">K"U,O;Z$,8--$X9ZJ:#?(1KS922)ZF-)6);=*4ELQQ%VUUHY4US$EP ME:K+CI4_ZF=Q0B)^^N[_?_;>M;>-),L6_7Z!^Q^(1C4@ 6FU9)==C\8,H'*Y M>WRZJVU8U:?/(8IK?UBV!GKNP(DOWM JD89"4Z1T)[UKE+A8J@4 <%0)! MRVM$&2WMS&2LNH,JU%LGV*KFBDVQ+H:L2B1)DYH(V5#XN1WR++E+R"J;N66( M5YXFX WD/LE]2[,<808"?$=P^0:<<.XHD+Q2]V6&CVEFV?08 M8NQ@^<-E/K^?R]D,Z.:Z:>8?E8)!G'#J/V,D1NP7/DGF.P))P*D0''8>&/;- M&0&%H!)#X(.E&IX9#D$V0_9#]?^[8M["V5X*QF8!J1V*+&X+9$@ 0JF\YO7, M4Q$\@&S]1YH7= QH* )P-X7/Y14G;K3QC/]S1R+DHO%HP2UI) -9ACW5;"2' M:7:N%^#R8=<-4'59 R76UG-^[4[6(.X N\.HRR"_Y'\N@_.1@-\^Q:IMT!3H M(UZ-,DE$?8T]!4S;+L V802;D)#74.E)-H?OFB/K)'TL2M>YZ_'Y3-O^)5&1 M9FB-R:EH9EP-8M(,,AF.U!.VWTS+6+\U)>@-N+$!#A@]O2%XU%ZV!>(.6G"3 MISZ,UES4V_1=;HQ*F=I=]86'#8ZD3%L,L0^LH-2M4IH&7\80I+E$OA[P=V[< MXTFVCGLBY6=1$@Y/G+)%$C3^NCKT^AOV\8@B'7/ME?@XW8R3QHW>5@( S/KM M&"DW.MB/$;)\ROFOG8+.CI1T"-Z6Q9URTQ+RS2-R> 3DSC(,."@;=0%KV'N/ MOVG?C_?3L//LWODN"+B@[&"2(YK/OR;RJRAW0FNK3[?]D<@ 9UTY2K"1X9]T MEP51'@=8EB,C>>W8_T][1Y>(Z(*:=%@#\!M$0TZT8T&TQ?? R8U[DP#RR(C' M4BK(XP,A%4.@MX47%I,Y]6:9 5B62Z+/,!DRO_J'CXF$TS[I6];3=4+P@;B= MPMT_?@#B[R# >/ >:!O /Q]PZH:(N?..D'K+=<6-:^Y2')!-Q5+FTHFCY::- [GY?<96Q\\H9M MV1(3_8:U&G'")C4K+H88P(:7^#6>2MUU@?W&NU%>;?%,PFD9C66Y6#O3UF[8 MB\+) 7Q73&SE1W,E3'+0JGH+C!O^W1=K*4V/#,%,.\>!0)J>&AX"V/LXL.)K\&,] M?F5/G4=,.$35/1R9"^:SL\I"O%"3..3'K@TK)&)/OO*2P.7'V4I(3 M=;SLK"(BQ7VYDSYPX,^< _&91WIZSPQ&%^V"9ZD1/F"D8 3.#,B^P M^(P^T=KF1,$%T>1-124R8EG$>6( :=3FF[Q2\'RK CIE"7^)G5OGX?D8WL5V MP3(306+@I)&>,_J!T( ?>GJ0^TQCIF00G^W3/X0['\,K"%_4E]TR5\-'+!>L M*46'0V+@P(XSOX4,'E*E1N\C0Q@2J]QK0SA' M.A1&*+%M =/$*X1,+0IDP< M'/P)= ^DAI>,V87(+A#(\]U^ZYK/O!ZI9WG,O.'CRVD>-%=:0DEY/DW*30E( ME!A!MF.$:8 6=,FLJH06V;K?6,5DJK$+F %\BP4E_2.HF,<[/%HW_.^?H06" M8?>60)P!8%7K:^QZ$FYZ\<&3!,\S$'_O&@4!C"?RM%X%-TNT:R"$3W#]:-+N ML" CDE-0@M9>)8(HF]8>97*0FD>$5S <0\SU8D*S_5_&/5MG'HZM!B)LY3F9 ML6'R$]H:$,KOB3?*SX%'/>^ M#V]7AFZYYY9Y"?LD%/BPC4"W#86:!I<VU15T*HD00&3S:A( M.-9F2E+B( " C9M;!)$!?K>CUU?O25X*XP>\M%5$Y0_/W6%%D1*QGQI.PS>W MQ<.,V(Y1R@;Y&Q_/[\RS@Q/F=DM%UD=!UBN02K;F5T9W[$4R;G'EWEUU',&= M8:H!Z8.D^8'A6IOLXU:<,WIH.2Q2UMF%-!9G!0/(A#^![HCR#CZW"IJ^*PU8 M[O@H A(2P0!B(<_3@]G5*MJ?!"TWKAO7$@#A@9P@VL @YUI.)\;N96MV: (7 M9#G\=K]68EV4JU6Q**G;0=?(3L> AAL6AC\!W1+)?^/L"^?ES$CQN)IF[4E M;!=D#<_8W;[ $",>> (DJHU]J7ZC:? ZOJ#ITS8(:D;N(,6=X5W*CH">$HM# MXHK92B5O@91R3*DF+PP9& T((",R#'AZ-Q#*1+#=:M>W306N!35?P^""QQL- M&KWP^+WT%8+8VF=U?$#C=T\07%OVSAZ$PU,N$N;NKKBCHMO];O'@Y6%_$U?F MH;2'ZS+12T0[3;O 'C_4^I7L(C8A8HZ-"9%^5Q2;'J:>X]/1!IK&=!D\FD$B MI>(YF+S\E@P3MZ!0[F1XAVT--W1,$'>P,Q18.8Z-H:0T\;Z \"Q:%(=1GYQL M#*1M02?#Q/;P+#/(=V =^='7BR0=K1M#P2PQ:,BP)7IG",(22JI,KG=[;3,0 M7<-$13,WI6P\ 1DTD6E-UN?_=6AQ!2J.;E% @A1S;Y(G<8L$T6)P%V5W3&6> M1/I]SAIL_O4U![\EH(\+E;NJT_ ZD )9T0DJ [>@)<1G-<-(Z+'!Z%0-G4*U M?@^;1#Q8DY8J"6 &$DCXA ;T_YX"H]2$?54H3(G?U+Q'E2'H>PRP-*.<#:&KI" M^@MTS[6,*OA)+,>,E*12N3OD.OD$W-C4Z%U:2B+B >NX:T(-G!_SN.UARL;4 MG@8;6W@>=#F-EFL\RQ8E\W@AZEJ!%"1Y0G7MS!8= #T$66)P-]R#;;#;C\_^ M! _J&TJ/ZH+D\Y\ *M!7C'B,GATR-"(@\55VP;PZMPB.1\)56*3O3G#FHQO\ M7[QK]DZ-#8RY28.\\8;@\<4" D6>$:"1F KRL.5ALUGWL:PJ%<6E[A=IU"%X M!*Y;/6M8F9ON@(DR Z$9J64410"6"2$O8'?,"/]:Y"O!N[!<$'D!W"9'6[V. MWF,[6/=D]H^FARVM>P=WBS,)5PV>H]NZB1*(.D(?\M:'%:Q$7F@&EQ W\I#" M^%15,V?O'4!]\M7 I\&-99K7"4]<$(+#12*-,&[X@RNQ-<() MYYX'598/PZ/ ;%F2U\^P6E\D.-H"7..-MZWY_C,A9X^ -/OR$+,'QI9E*I#A M_@ZN4 /ZF>T0]D5I]I^+BL;3_;_L\W%IOX!2]?:.AA%\VF<.\DXLVU=-K'[V M_%#:>\327DK#"2C+83NP\J34HX &@7'![_"D?6O\AZ?1<_*LU(4\-"<5)=6N M+(X=X>;(7E\(<34L\>='^;%DE0U]PSEU>I[]\.(%Y7%7R/.;":&4V/S@%_A- MD$>T@O#_:[VZ<7Y2VV-$J$C,"_@3Q.-\I^>G0.7 5_]?[WZZ@ \0+PUV2?F> MG"]R57*P@UA5'P3X/!<.;Q+YRPS(GD63C+U*/BB,WC MVO7;J)25'/E ?31#923XLL2WT/[J6Z8B3_#&$IWE[@I]0UP2'8>WP:.[EPZF M\]O3;W4V\_8R=V/][-VGJMCX<3[UXSS\2J:ZSDP]AAE>@Q2F#EEX;N_Y! V_ MG*8C'EPW<#3FHIX-1&B=,(ITZOL'LT7Q;?B2$"M3@FB2(.MEB7ZYZNA)!SOZ MO4T]]NR8]!JA10,C< 5_1D4]YUI#N,)=T)UHJ]V6Q%0GE+=81^I(IQ-B.S@7 MH3N7&^(\+1XFD7W@$_"+4Q)-J@3\70VPPOW,&\^CY\=%/8V93H\R-$LY![1B9N]PR+!92H*2$(L. L=1- M%N>N:2D9N?6-%LZA(PN;+YH;R5B)!4S=@IFW^VL@%/1_Y;XV#PV"7TQ.*4T^!A80 M"S)].B&A.Y!HWH BJ%L?]$7??4M?66)=IG;[ML48FG\K5)"-UU@9TAP1D^W9 M[*@\*4ZR]*>OCK/9T:7'Y2E> _UOZN-V]P=_V;TPLJ#<%G74)?#-V)00 M6'$ V*1P.:$;' X!G_W6-N__0>H41+T0%>HWWYV>LOH!O2U3&K/)=-_\7^NZ M8$ZM4SJOW.[W*X'D<>+!9HIBCPN 80U&=38E%(*W0"X=Y[0XIT1>(U+?2\K_%\4S7(VRVSY UT:!,K9PG)28K1[; !X!C%/E)HUD5\*RI*>_]O[: MHZ;BGG8K]W>L4(C?-_=$W4/'^,.Z JCLT?+8;798!1\4=C:% MK.UO)S)!%R/WE?-VW'/=[GUEUJO,W?:X4GI:8-#+^-12_EQ0 X)50(D/\"5Q M0THQQ3MB:-D#ZS@;'3MC'K>90344@>%,;?M@IS_\#G_^)A$D!^]V5M?X+-]%X"[P]JN&' _J)6_PD35Y !@C1RERF4%M$[RAF- MBA2$&Y<&4QQW91(]9RP6T['*&Z;/R#B3H*47\$G9MF^U2V(G[DC**AU]TYK-=] M?_/CG_Y4MNVS3R=NS_XIY(1ZN@!5Y)UPBRA(!*N66UPX?Z*/P_+R#J&=BB*V MB%XO3Z"*!8% MKVD098+0ESWP9&1D=KTI')F&$HPQ,@5@*PRY/BXJ*3KE.K31".^!GYWWZ/-( M+\Y(Q1?K.%9))%TK *F@:B,Y *7[FIX5HM;YQ-]QO)%P)WAC//1WO2WOP9/9 M>4@!M;$0M9+:4:Q>#=O.V[(3QH*1(HJO@.0+"+;F!H42/QA+O ;0_Z4Y/MW?__[^?N+-S_*/[:/=SPYE]AZ_>-I\(9N M2UG?_PS MID2=->-A<)/WAQG^\S_^ ,/PAUFY<$/ZZ=N7+TZ_??[_O8CO@S_\YX>W%W^;_>7\]:_O/ES@ MRL17[#73.D?]3EZHVQW\S5WFF^/4N@JEBX^6.?@2NK9[\;-YV+P$ M5"N@SB=9%+TW>JZ[U32 WAO,D;!_YJB9W#$6G09W.+!8E/8] (8E%L]P=Q+- MW5>S ."9!61$HA$4]DM0O=I7E-E9@N%?0,T+6GNDR8T[>YVOQ83IW-5(,I90 MJTZ4J@E=ZEX1<'V9@MB#-4#?03>5E4=-Q(,GM*PX..!XGS]RBN8#+L$/D63, M10&JB^"M96Z*@SP3Q2^U::?0+\ XI/G-8'C>0Q.N?/K,?DK/L'_^Y_/>_-U( M"X2E+%HNX3Q9$!U3 #P4] ;B2U J=S?IN"D[H[0N8(6/3?F> HZCB\8 MO-"'?>ET01X?RC:E!3X& !19*VM^WY$AC=3B[[>[2X*6L6;B^":GD>;MK7MD M D? G:^]G,S>5QB7=5$#R_W97C%.-,TO8-5G?Z%Y>O:[.69L_XW1TS2NU1/4 M2=XNE9M\;,/N[F^UWP@V:B2K(.4R[(DS!%?;KAUJD5R#+M+(J0-7CW26$!=6 M.ZLO'D\S\E D$T 6V+.V?,GG?.0#\#TT?.:U=K:K&0(D98\$1P M[40%G8TPR8?-#JFAY7ZN8' #M344Q D,C# "+@10 #MFV;,%'<&$"8#LR,K, M@U]>"]B L+8+J L\Q]]+?9J>O7F6O7KQ"(_?\AY-O_YB) =]/G1[.T 7/RLB, M4-X31FD1C,(N&K CH-3 \Q1CER'Q3][*92-5LM&%R4>64DT.UMQQ0)YG4JS; M*O *;WZ7>H0LT%$$X9=X/2$9EH_)_:ACT<^/_$_!R(L[KVW';AR>$YG1"%$2 M\<[ZJ;,\32$\<\?>,C!JQ,3>J. QUUKI@3I862_V>2*"XOP"9S(W9'R'MWX1 M\U3YEG"6XZIRNSW^4ERV:\CKXF_MB09\B*AV&;A+Y4,NTWN>X*=6SH*1T5&O.Z01X+]!1OR?QUED,D2:D@>@RV?#0U MM&4$5#Q!J?XW!]8R& M_+U2_ 9VOX:'5E.*=#9.;TMVQ:MYUYZT!TRB^9NQ]P X$9/ MZ>A1I8+;Y:M"V8GURY0N195'-43\P\M-Z"0D[\S)AJ[QD&^#,@ F3U(8+>KK M'(F\ 67A'@)ZN_IU:]JV@G&'85]W4FK-V[+SI]66G7O=>-DM-6J# <'M[]\L M.MR2KVD;G=#F8X1+VY.D*:5O?($*"F&7.LN^_1^G" MS/WSY2G_T_W\!_HS6R[.B4'_#2/:,(VF!0F_?XM<@;E?P,;B,?5)N-"^?W7R MPZL_AM=!&\MF!H7F0\2CD(0VPN5JHE_5[##1DW(/"37K;=$^@^0C;6-J+CLF M$2G_=F.>6-K%=H])[AQ)-O%5.L%Q^L7FZ8S2R\Y4L2[6& NXW]K&TY$+4&ZP M9MK4*B!3DKK3;5.M5T4F;9!PKB%;6.D._(5)"IJ2%+GAI/9TIVX:N1_X;HAO M!BDQXX3AWX*1Y$X;MP4?L$;TT5'HIM%3*>(V&O8?3#U<,?* M"#(, V013P!GQ;+ =C[T$^>]MD#0*'9YA894JM_\+IUZR!.?0'OT;YQQ+FZ8 M?TTT[^ N]-)Z!R MI%#*,C[ZQ[JY0W*A+;<&^$8)_:ZZC@<9J-%I-^,1/NL2T<:"D1359+#>PG:; M?IK,-&$A&-6]\I*[8(3E-[S3$92-WO;%:@9,&0P.VJ4 K)"WYIC_Y$:// M\9$,+1K\YP<6E[DP0>0OU).4$2SF.$A^^W3,V,AZ$W%41C36Q[[%^.79R:L] M4F1/X"/C1D[DF3&3'($2"-'"A4"-?;1.;-"B)JH:(\+U#"&$J8T\L]0SX7E" M6P8;PH+2,)IY)H4$6LI,RO:[&,K>_A*GF<_7]SX);D?;5M$-1B M*3V93+DHF TUK\]/_>T7SB$^=B.! 51_+5%$ !-9-/.U=)QPZ\QH!=>R/PB$ M\O?8!(G^+,,8ML"UQJPF6TN<,93.@PND )#K.A3\W;$"5-J886ER^;+'E"=0 M[O>FX09##BI&3Q.:5[&3IP&9B=#['L_M*SO\!HGV-71[V67LJ"PF93D_$U*Z MH4HUZ.R4JS6T1_>4UF6==Z''T0 #YIG4/IJ&F+%3"V47/;,M.4?*BT7!/OOP MF9W;DX543\E+8'.+U4_<(>IC&:K=N]:-].9P5PTO^2&\B2T\? #CYMPRXEIC M11BDUE">F)>81CL]/9,T6UH#IR7ITWL5FBC$8HXM"J"&V:MEX5O+5('V2(3H M[KR&?6 MMT7--H)H;9_?UR:+A4<>R<8*:D %-]S[LG*B7:[P2RBGT$JC?.;8A!.,P2L' MF3F7.H.,"&^HD.D9U4LWJ>V:40XUMT#\_+*Y+:*-%"S]CO-]\BX2CHA(YN@Z MHJ:HKH=VYD[A;]AZ5F$75C]&-?U^8(TZ?^ */6V/_9SD(.*6[J_!%=46T6H] M[SD%NZ]%?Q*M[>F'IYK%M-]B146D"=!S8?@J@GJKA'BEPT^=9,QF -VL6RIE M*" ? M5KQU6NH>H>LRMLMKV,0X744%$^\US*Q*T8E5]=.K&14CTN5-TK*QSZ4RT!-] M!74&UHQ^)LIPE13#^BNK,-!;6#USEFF@TI:MH69$TA=<._(G0L0'; M-38=,]'QX.FH-CS=0 #+.&OSEJ,+)A@$.2DF#\:T-_Z04_QD<,7);_(A@!UE MK&AQZ_7O6/^ODZ0K:R.Q$@#L_TOW\L2AT&,W&D(RD891C!*(RE2Q0@CBNE5 M@PXVCSX*!,I4.!>P%<_T-]J3O!,>IPU8HOUH5 V#G+/DV6HS+?@R.['G.[_0 MU(6SI\_<_PO9-,!XN)$07Q#:P2:]4B+-O 6R QZ$MO^Q;?+4 $VH2+/W 1,K MK4PX<'[5W+GF>H&'3\EMP)=E:C7U79UMDIO$%=M &3M?_+;N% H$YX"QN$06 MP&WX"2V:G?H"\.2[J=J+]AG>5;L;Z5W%%"Y*T R_7%-KT0#GH:[J3O4;^]Y2 M+>:<^ZX!-9%$Y$!RNG#_MU3NM@AA.(FQC6;%D!.'PT+(0ZP$C,@+35I%7W?W M_LM#I?AI6? ?/P281T<6E2 HR6SF!9$@!-BKI"H&/GL@T& ME]AQ/'-.Q6 PT%3VD591,7P2ZHN/*A40;H.6U:6/IWF\4>)AZ5M T5;M_?B M]E!J>:"I->U ?X;0D;6P.=8@_TJV!W'4MM VBKIKT"8J*X)GCT:"9_E&@)G) M=811"><(N[)?F]Z!0>0*XO)(%:GP"1#YY/I46/"#?=JPI6#><6Q21>5/"5=2 MK@^\IC%6B0D3M&T\.^*631CC)TK;I,@.'XYRRR3KN) $^712B>5 :=ZT;GOX M>A=H,6[E+!,I3N(5)+SP'O)]FM];%'QR#+S\&@""L\4:P[[RBH*Z>F*IAB7% ML'28LYJMVPY=P]'9HL@7Q$9A!=#0*UNA^-1(S+&[&:#F3D6:1KRL>P;$]Y#_ MJ9!(LTP?/\55;[9HM1D9X##_%0BR 6=?T=939CO,O9+8;G(<7F M D%]YI!]:P]9*\XU.X)+<"USV\G,QC/P0+B _?!A//P Z,(0#0I:9'LN[M8)&+ND%L)^G!V5+*5Q;WN2N6O(18"\NG6/ M!Y.(]$RJ4 Q:U"6E[4EHS^ONN(D,T7 S#][/3$(G-% 9Q;W[9X8Y/2(I?# W MB+I%40[9#HJ)%NO40RW/==Y&WM,?H4^6(N.GD!6#"1 M3)W;J)@ZX8(&)WP0(9A_CMG#R@$T&I M#)^I]WD_>F&#_(Y&7V@>-$A'HRQK$PL&X "NR^XZ=50$T&@,X8*#)&J7,P!J M.E=DQVL:$!IGI))!=0.2,3X.-'A#_C*6BBKW6;Z^72ZJ5&0Q>"FF:2#5G@@B MW.GA-L0A9SQGMT5\&,N=0$8SES-9VG:-$.105MBRB2.$LLI+HMIQ3BMI"QC, M3JB80.VSX1"BRTK0.?<,V>C?L*VF\M]#5(J>@+9HV9)*XA=.FE! MUIZ=MV>4()0R-O9O82,J#ZGP PCBG6%2VW;_W#,B4/E,9F)_(V !P MIP]&)X"0P1UA<,Y.@ZRAP R05F7D#?B<& RM4? 9MWV>967&W"XO5 -,&5DQ MSF*6.VJ >8*@ UEM#4AM"S5*(F*,4B[KJI=&8LMB,'+-*<2M8LR=+^K,UVWI MAGGW$CIZ_>Y_O_WYV=D/QWI0NN=SX:5&QB% 6K/+@QMLY MAC>HE')=Y!6(Z+EE5+)?#M]/C"&B/HA$@:,A#RZG_#&4(=IJ 5?W-#BQC/W4 MQ-O.J??6P(S^$AIR*:1H"]0#%"CO#TT%%P=WDUD4);JE6T&#@+M92X ,00HU/+=[CU/IWF7>=]S% MOL/(,(8#!5/@ %NN$>5EQ S454/"%V?$*F@,5I ]O*)[>HIK;L '( B9][] M&-*[XU07/NK>UX(U LBI&3)'X*@& MBHR=UOB+^$6F($42][-$0&@"KJKFDKI18(A\>RMCFPN*NF_CQJ$L M42+9=3+PEC#1&Q(H/O;A\W6C6EX=4"U/BVIY,,I7Y5,R\90G/V2U>0UV2A1E M9)E.,FX5QW**JQ!(I@E1L'>UDW,JS301%RIA -^)(Q D M31$/N=DAS_P4*)C/G4C)5'N.+ZQY1"R+*>S UJO&?#M!IR4V$^VU@LCN#A=0 M8MWP_.GRH7XW6]&&Q!M+HB-ZT0'0<&+X,4- (RL42+2 M9HI3^XR]&\_OI+TX=A @AIIP=Q4$H'RN!*WE6WJ : Z*JAJD#9/LF6UQVWST M6#BP '@[V5B)1FH*6DQB/R+_TJA3> @L=:&ESNQW-+WZ2;Z,Y,\,N2LL(,05 MC#$I3+D3N<);>QLQ>DMT-B>[F9/@R4E-R](:(?>?9&_O8(R@W=R],^K"^]T8 M-*Y&B@PS\^3;1IQPE!(6UK;]CT6:%"D)^EGP?')2,4@^ MD)PI*@!L?9(+>E^N0;[ C1/^[95L@T!S.6Q5"N[8:C.95"AX/8DXL\WU/_Y) M%;?$1:.5MR20DGVN$YPZJR7CX->Y.::,[DAB ?E,?2;3O1&9KX N MPP@DLU MD!TH*:$!=_V?==/SOA?I'$Q;$-GA\+88.] 2A"XF_X$H\#R-2D?(_1Z.N-<3-O M'00&D5/7Z:IDXKFO9D,\5^:=%Z M"L8.7U,U+S.,5[P<-(*;6$3[3;/RN".IG]7'0W)6,:YD/54V@U MH0-OHNJ60_>9\!KY*=K#D+*MNT_Y@KB1>>-6-4/(.G M"ICIE^NVAM(WDZT9(_+92UURODSM ^\("E#-NK/KG XH"&0N19E62!ILOXP[ M9LL%T"SS.[8R0,%CG@!:QMF8',Y(K2B("-18W54HL2:YND:&:L.MD2:TP'E MUCKKO,*;\#G0]2UT9=?YJLCD./#TPOQV]%N#V>JD:H[./+8U7,'AJ=$S9H[,,7/A(M4\T%*=]G?-1':);B9Y?JB'!&!4H08?Z>;'4L]F_[.P;:B MVP+AZ*V.CA>MLX^$ED*Z5K>Q#3A.SSD-$';BVMFOK.E&"3// M9*\3Q(R2Z1C3F>TS"K1+!E D7%1<%/(825@>96WA>T/X2T+^:LA=E.I='] . MHA%;%0SRV8J;/3J7YVEFJ\:YT01G8%&+.35_J:;AL .;3S HF8P#RU('F-GP9VEF4V$H8F,O76 MTLLV^0A@X'1SY7]Y#S!$MPT/$=._N0LN%J\9DT[I8C[N[2?%H.GZ"QP57VE! M^+M#0?AI"\(#[TNX NV)[W9++WGN&I J%2$22*6Z%YWUAO;@REO7RRJO/\[F MUX4[9@E%5#Z!8LJ%B")A6EFW/@>PJ';"62JAKH=_OV>=N_>J<_YG@!'Y$,7/DF(.Z#KRT.^4,\]0E0)"0UX9NGDN89L9;HC0&;[$? M#"_VS[HDSG.,T$R2RUGWSA08+UGK19LC$OR( )'^-&= GI(CGLY42AFY[?/9 M:ZY/[MO>\KWI;O&8*:@MN'\A%C.OT&?IKB$^=4>F6Z-]RP4&UWGQYK59]&9MNY=-+F@O!_T!J.J_/?LA5AH,A:9B MF7=?O.LEUZ3;364+\''==3W "MZOONJ888L$WN&H(845[ YN\P6>V]*3!G?G M2@L7#B-&Y;V:^XC]J_$#8;T&/Q2_.$//AX%A,'0!'=;+M:<*#;4)] 3PJ(?T&:UQ=LP MS0WZN/PZ**K'2.?-#:4)#"_'G1SR& 3-,1E[ @HBHG79A4\(-]);P((!D>MG MT,+LEH<[GQ8>7>.!J= KUI:(7ROUK-^(WFZ!J$_D#"*D!9#SMWA7^J^,'JPK M];3P+\Y05=;"YE"75$8$J8T9:LIMNVNN(94)ATSXCC+Y*.W6P-!T?E*+^36F M*[/9]7J5U[:51*V*SKPLQ:VS# SPSZ$,HB)J!FVM!23+J"*\S!%A%73B$VB?M)\3D,KDQ^JB'%L+? M<0OA5YJB^OZ0HGIZ)LX'2MQ0Y TV8'R5>XS9&A10_P\41?]5F":PJLGKH?XR M88]47:XO\A5R6*S93H:J"SO.NYB%(*\7#Q(S<7N4!X&2TX1O])D,3H]?LEP^ M8$HO2Y^-V7&X0%HA&D2P= (YT<. M#,JWB."?%8'8>)*' M%,T1\-F6\Q)57FB\0C/J54."BBCQ)9ENVX"C)66T0F+%R4PI#Y3T>_)PZ$"O M\C7'1H\,*#_,_!>9>>D?H>E_&A"?>TM&;FVI:0GR4VJD"@N#\"T^%7/ WFJK M62>J<7@24^*-L3]N/0.B(3/0(F;HBC%&Y+9@8U6#^<;QV9<$J>%?'S'D7"66 M32=3(&] A2)]#2PC ? 7BJ:(+QWYH@>?>I81P N#*@[,)&[NQ/Y.(&:U,),I MC:!7ZLT &;8&+7:L9,%&)W03)#,@[^L67.G^6H+T(23708-(]#.$ND/*!O0L M&7E@@ GKY/'FUV[U%/3$B!RMT2$ML=);6CI6<:LMENNN$&T06I]!-R2O3-9$Q?=F-WG7>LOB ML AWGS-8T*N-=W'NX ;(ER0.8GE'K"8$KE?9>Y0&>D1CXGR"5#%O&*!4^!T7 MWOLME_81V;.VG9;F6LHJ1&WIIOGR,JA#0^\7U))-^QA3-E[GU 1I7O4$[?%Z M-?O[W]]G[+I2 H MD_WXG8)OJ 6%&EB%DQ%V".,WL1[,40;3""061FK]Z]+@#GG:VSKCQ*5C+H1T M.16*AM[AX62HQ[%FVI>44.@^NDF@\)X7&KH*-G/0#)=2MT;@"X>G7$EDR*K> M.5 >P*E-OA(116:\%FX268%R:."!70I]*K);A2DLW;KNZ7['3A,.6?,#2BAH]Z!3#*'?*,9 3YY[EG]AGOFS!>>N-2V=?V_G/ M&^R,]\0F5JXW0'AG!YO+CDNI%^$ MF_ **#WC2E7:9/92B@R];W(W!N-R$QEH6(>*(VDQY0?IZ98E6J#+#/L)*<># M+ Y;_/[(Q2>03$UG-'DD,SB%@/=50>X]+B7*FU3M+H8?H\A"/&ZT@%/]BU$'OI MH)3D:UBW3WGYRRB-=&HW$"]D' KM8.ZO"Z_X:"[)'C-=#@M53/N=B;E:F+,) MUAMY\7H00&O)1F*ML95&:VI\Y5PW"1>4([IA[G6*XP4P-&J7;5HZL(AT@SR8 MS@P/BMLSV>?>1*TAB'7HO3[P4/7M^2FRKPE7D&:\S?%F\'H+CU*5V+PVLE,N2 MT%HT=)$5&B2"#8<,4DCZT3$Y>L&8?QP &$\?9^07\PL-P?^J/"(D4E$8[3% M@@P*OA1G,$@U]^>.V.5)!['!6^*>\T(%0D"0\"D?G[)QT,T?Y-?3;]8:M>?= MOL9T)^/+>!=?P+D(4GP ]E"*,D[B!HAQ,):+-K_S4M'@EOCRG"_]N@&4 +^, MPG1[*@5KM]7O4^YKZTI'(#/%;KG-7J#M'B:ES$F!Y\ZBZ%E 4:D[G/.2?X39 MOT)2079??0;3G.JR'L:&L+N;*PE!7XO@CL^*L,!X +M97&= M5\O/' Z)5FA!: )LQY-A#QSF 3AI7)I0X[?UXFI5,%XVY TH6Y,Q7ZRU*C"_ M;II.#2O2?J)Q!*X OXPD*^>V7(9F3^EC"&[1>?Q-,%YE)[V#W.Z6?BE*FO5- M@Z3FBLI7N+R&[=#9A1NG:;E4,7)%OZ"9R02Y#>FGZQZ)A-GT]K-($;@"TJ&'HANIS] MWJ=@\J*Z(^B4,)4$RB;0 $KK1)BTZKEHC9@"&F+=O-5Y577Q"E#?(KC!RF ;I73$D33 MWAE=-Q1YWS4%YKF#O")U>(:K4%,*VOW!YS5D]W'EEC1K:XX(RZ6GF)$X>+#L M!:N7=&> 0Z0TE[ D_KOZ.=X-B%,FK]3P%_CJ813'\A M6_&4<$V0(;TKR,OD(Y=2OT7O=ID>^HM\A76RN[Q==!.&(2903YQG?HZ>!#[D MQ@_$ R/ZL]W!S/BIB7DJI@JXS.N/(!E<_Q!U=)> /8:3;G 6-BO8<0&OU0F;?2AIIPJ9I+@0% %N,&. M:&@3PT7P!#'GO\5DU9M0?7 <%*9UHMNRN"L6@OCV#$:+XM)MLC])90;F\D]@ M&_T3@E&%\)>Y#95;XZ8MEMBQB= #)NY3:ESS18.30=CU!MST$_GFN:^N)I4B_TJ;9;1&>/'*-?^;3HAH.0"XAO!\2#K(= Q_!-E M@_$PFC-5V66^ %["_IJ+U9<;VAI,!UM45&AB$H#1G9)A)3#?6&G,P5$X7+7J M-;DQ<(,L$5FJ3/I$II,2CF8]\Q-^-;MQ9#AGHLK +P+OI;X#3@NF]ID),PHI M!I*=]ZLKJYAL/B1P1]]X?..,U>IMQBL,[9[$EO];K)Y](,5I'KK07-/!K)P1 M"#!:2#^%^2JIR2;[\U]?_SU[D&$! M2@-/G+GO"&'AQNA?LT!&Z[R7O,]GJ($PQB+@7=+%MJ2: JYVLF+&],Q/3$+J MV^\@R= B0F%,5#NA)TWPXF!VF&N<;9. !0PS>?" @;#%\^]/)R* MNEL+E0:R-WTLC$*W20M0"@=X\T,\>6D!Y%.4XU^=/EOD&[%@K&' =&3N3> J MK*PI\.JP'V&>URDL&X7B.E[9E$?Y(7B4U#-$5^6F+#Q"+'2%GD6DB6V'WLYG M.'L9/,2=G!W3 M(Z(#X.)!+\6H07/NGV\@B2K7,>&V5Q>6@X/[&I?>Y1+@)KL[T>$!GX2":IQ^ M#U9^]"V/\KG,6[3/F"U!SPS/RKRN ?;5@>\K%7%[UFEU@(J&=,"PW!X7N],J M+ "):B Q:NSLQA<=0U5!I)Z@NZ<8&W>)6Q\IH-2774DOX7Q]!>?QV4M!LI9+ M.OD)N]?Z7"S@ (X__X!UDQ)PY_MK>+*U6)(%OGG5$&.E@\*N!YXQ,WB_]R=G1Y'!S#D1):OFANL.V^RMWI=8G\ '#L(K@>A 1KANQJ M,PTN W3]L1G( ,5QU7FP>(XMR2R$A(BQ@O3%)*!I?7^ 1XM;VNF]D>-4,$SM MEXA_+$_0]VTRL 3:W ^5,N6TTV](-M;TBGN$LQH?HE\1RK_M'8B>[H_B,2PF M,4K0=_! 3T3AS8?RP0@B[TA(89T?MRF(^%#K"Q 3XM^*?GYRO /B6G1:"X=% M$;ODD4NX8[E-<@;^W/MV[ (+ZNW<^6ZVIV9-<4X_40@;"" M'+Z,("&*?*97:#$9L8_+NV6U/;Y(2@]"N32-5U+C$7>,EC<4DPY%&K_[-K1J MM/'S?DWC:3593 HDR%C3)L+[8(/@)SZ]O''081D9QPQA6$7.SAETV^$EL+-9 ME"^%M'IT!I\8#01M.GBZUH 1717$C!N?"\25[8=&G<[IE#[H@\X9W5AQV=SJ MQXG+$LLPD5B\UJ^> KF;(SHED.&;_>._+]YH5J"874%^N,:O6&HO)9^WT)ST MH$)Z?#<]SNGPVX?J#217V E:SQ?U!DL:X1 W",7Y_3*UOL%;*A.K4 M?\IZR#,D3G5>J#M5I'$+5@R1![B=4*SU,,C]Z^^_+'5UU&ZZ#(8BY)[:=ZE2 M"6K=2:\SN_JE^%I^'';,CK@TK".YU'4CVT%$_A)KP;:J),[<.S"++)Z<'JO/ M'(1>>H1!7!AD$Z"#&5&6YJ[0]W*I:E4BSD"5&IM-UN/I-5:Y@4CX&D:QW:16 MUV!4Y\&H/B%U/N_EFM$!QO\M ,3.7+^#)C7,D0?H763;!L0)HOUL7U4GBF,H M+.W\<' 3$F&*:9D$L#NG&#MD$U ME65)J Q@3)BR*A/1XZAM41Z#RQSX2OP.8G22),(>8OE)GQ'5;,V?B>2\:NZ@ MC17=,^>'9(:VW6O:FQA]4.:]*Z;'"I:F3U&%SH36:_>FP,1/KZG\\+P+O;*" MS7/8IFFZ1Q&)R1(; G\F7"[Z?NAQHT*!O0,6_9%* NKK\X^\7ZR4 <_)9$6^U42[>SPO$5/$N'+ M#SPI!(:1+!Z'\J;=&)\/&AJ93Y)5A1N5PO%-+[V53:/\)J_.F14/+-E+MG$2 MTI&JS,MT83CD@#7AQ[ =2/]-%BQ6,$BBP(%F]#=>C0Q@'&-RLV)CD[; MZU?:P3N9741)0V'ME0YMX9>#1RP6&]^S'MR$;L!122]ZU]K<9P4:*.VHO9C^ M,L#W;+(?#)V_C)#[ <0>C15")2')@+E-H3V+H)3-G68T5YGOF]KRG)1,R96U MEYZ;O(Q(P&UF.TL_;8"%HYR+J$@3J:V/:\!;-=3 1(=378,]*A8>J(^/+Y>= M >I+>$F(()T_:. 3G_KX2NO.9X>Z\]-VI7.^ -'2NW7)P#AXF2-TD<47T!YB M7*0:\$>'FN?U4A_3;=DTJ9,DS>#4&.I?7< M@JM\.RIZ8ZS\!4*9&(7:! RV T<.;DP'N8]3&T92VV?B2WJYXH_>W\]]6I\/ M;CCB]Z$?,N+W28HE;S\6_78O,*]W^H!3MQ1VB00%+\JA^C32B#L9-4O"QDYH M-7A*3]GP,6WI\!O6ZJK4G4%\PZBY\%V2;.3+:*CH"3M+: 1?Q>Z);,EIHK-G MI\_^YJGJKO)6V6 GOS#7G?F%0.?AEJM8.1?LH :VX(QVX&#)MM I4>G!H'4H MVOAF^#2+]P!;ZG<<-PBI_"BG1@][0_DY,.\K%\%D634'%:J@Z".UA\MD9 ML6$7,:($MC(![O-T ;\!G/F($.@P*]0B> =\FJY74F.XXHX!?U)W;M**0.Z/ MR9.>HC89EBON/P=Z&"H3O*:+"$ 03(UHCNP'M-B^ C%%U8:WMHN0EFABV5PB M]:V/NVFI)FX>FFJ\/=Z:;SEI505MFLQ8Z[R6-*2J!O4I];#MPF'-T)' MLC%W3G^Y6J^0$ K552@C+*><=Z@AP3\<;8L00P&8VUP/0VSM]60Y6E6_Y%XS M"@B8_:Q7-9[D)0.];$T'$7J&_/]I8MENQXS>8T(M5\!5\0#OO60.*J4'61Y" M<7]]XBR_=UF>/7-97Z"2A\(AZ\)41:.RG@%P20,MV:?;!K+%52&7""JK]B*4 M,F<#A]"/MA MRH_%ACF2ZJ)Z?*W[>Q=TO^!43*JK[B@D94)NKSQZ+R'&:J]X.5"S VGM(D) MAK.C(7NWS:07-$"ZCJV'6M9!NX!6H'V0A,BI&) M5I)0-B1#RIX,-&&@4^5EW[PQ05CZ*RT1/S^4B)^V M1&S C2N(#)9KY[-TUZF]";#^R,#Y/:(X!N^'54W':B'V;&=S#=:N%PX65:)K MO&[X%B..+L<4-O]'=(_!8+CXKZ6^'[?M"=(N^'7I_R',B6(^AGC0VZ;'J'A7 ML4I [.+^F9E0GP\._Z+KO9=Z74)9#?&Y3$\&_618$4I-I5BT-<:BW%GM OVV M@$B+*HJLV^!5RSIHY]I]L12GSIAQC-1&% NDAZ@7^@@N@5,@_GIJJ7KF'G\: MDT3D34[2.C'T'O-;1!G4N*M5K/UH!/+D^0)6XQ-G"0<<_:X17H204.5\P;]\?4V^/&Y?\ +_XPN]?WW^[J/@$X'2>D[JZ*FA@^6!39&:VA2G8ON/XA%-F2**+1ZJ8_,) MPJG7OK?(DM(;E9^\=:YQT3U[]ZDJ8,GT0=9]-'V\1V>!MI%!A@?6+'[33PLQ MK6G9V8T/?KX%'4??GFIS:6+(M2*AE7K! MV%"B VR7R!)TFZXO5M3Y@>:JDN@?$HWN#6HECH"OGU,#UP>]QOZ !0EXH0]U MQM;NYV)>0'V'WN[%&>9!GY_,WB%+=@0%0:$.VQL,/-,M,!@[&U]!+@FDA=W) MT').:_#WC)G!G8-47[FO_8][)T1+(1C+7;E%_NJKMKGKKSV1 YZT=T5L6F,R MD+V47!$ZU3'ZU9A$F9]X5HCC+W$2:5*(Q!: UJ&!98R6DI$/6U\N) WY/;X@ MNGBY*'%LH^5@>K"X%Y(*'>;8&=]#'G,&Z.9UZUZ6\FPUPOOHVKGD#] YXO?W M:$8YDS03%C0Z:5I3J'2G'PW;.SZY[B(DZ=OLA$"'*/$X1V0X29!$MH &W_:S M6)6;8/JH^\F+O9+XNC$!O'H8T?!]]S787^RXK"% M;7WY[\ZYH]UU>0/E*88 /^W9N;*[1\Q0$'HP%2Z;/),$DGV'JIZR7U;JH MD>S>IIM]XS?4@GDQM /*>*DI+]AWGIMT,22L* A]]//NW92Q@0&%-5%5%(>Z ME_K^AY.7W_U17@$2X()C8RH-.N;UQ6;ERITD)95Q0S38V_?O3F8_2<:J5^(7 M9,"?7^,'G*[#]/V LBMG:\X.WOQUXX@:WC0 M4CW6*(OK2H+TOR$$ 6X*Q&)NN37LU+*FWA%JS#;E"AHC#/#\2_()'(Y'^*Q$ MK\N1CYTWK8ZDGR:+A+P@8%]R(Z<0-H=W.G+VLV MW_0G/V+T.3[2+]X]A/_\P*F^"P->^ 5.+7@Z++8>9].VJHRL9S@X$I6XJRNP MMD!0YE9,Y>Q:/WOY8H]E&H$KJ=83I(=8/<3[Q,&!NI;P(Y*,5/",M1QB48J9 MJX*N1PD * H&31J@5*N(B&N&+9VYQ+ MN,*O$,&;Y0IWB.,ERZI' 6O:',=-ITFIN]U;Q>P1R^/<(Q5+V6_9.3C\F%LB MYBGE]4'@]220C!]<3< P"0]V#ZPQT<&!&:=%R'"HG ZGQ9<-=V;10RB<&=\] MV,%T^%#0C!$1'&@EJ[%">YA"_H_)A514<5UP*[;A& TYC41^&8C^&][OTP=# MH%:[^?QP;0(K]*_7B"R4G,(\/I[]LM=MXH+_(#6JSMXP,RN#W&&$2Q5N%@%H M.CT<=MF0" K6AX\<'N_1XS.>1^T@ID?V/NQI;L1U-4?M$BA2W'8B1)$=&*JF MW]7&>K%;2GZPD)1#5@X3)Q&7/DGEC"0) @=O2TI:8"? M8V3$Q?OSU_3OBBXN0PM'G0SH$WB0%R4:X76;='VB?9PA&-2MX9(4D'37XT) M,D W+5*=(^I@2NMNZQR'@B%N(3>!X$M*^]'O*CGR:\IXW^3E@K%ZRBK!L##) M042&4 X"Z(!EEO"AXT:U1A)SXKHOH0&=DZW,''$_0'RG_+(1O>CPT6)A\KLB M:@C>OA=.9K^X[=,$_)7)DXWSIH'S1X<%G6/FX,)T@IYIWFH8]53X#:/G$]<] MRUZ>O@I BG*^*+X.CW#9*\'1 M/4:I@L2ZY=CG:F=N685CXU/'>>#7NN_ WFMJD8/GL,8&0Z<9*83DZ.5\W(.#% 1#PY#WC',US+P&3&150V/B$704& MZ RDCATL/#ZO+CL*W)2[+O7=H"IC&+VE'F-! KO1 *R"$&S25?X;:](DF.'X M]3#B>Y+$TE9N4VTZT,!GX@PX _0)JLQD59P%J1NI6G#E8)1KG(530B+CE.B6O,$W+[/3TU/W?V_'JT3&./>&&F1L/ MCSMLNA#^JMFR\$5-ILL05FF;H8>AC.2,+MZ\UI944:\K:NG>%/P[5DV/9\P6 MK)U @_%!6G! <]OR0J"Z'C7:%B;98'E$=ONU01+&H)WW;30)E$2W[YS4Z6\W MD$^DV\ &I@7-!RTY="=]3X<;,6GJPNK#O?MV$% &G(<> MI?(2NWDJ%Y726T*!LPE:X&XJS/QM?$.,OZNH:7_=TZF[Q-4O57!6>96J1P7Z>)9>?*\(!I7W2IU!YA$%;<&;$(R]VG/69 M*LOV:4Y'2/7 QM3L*C1?@>2E.[0@+TN2';>Y.Z#6W;!"Z3:6"S#;7K)"=!OB M+*: KNM; :1Y(2?ZI42%?L?O38F/QQ278I=42J>'WLV&WHP\)P*# (U2%T)Q M5V(NG1PO=YJ74.L>NEV[LY]PL61G IVVV(GU%#347\'"6C4+\N4^8VT%Q02 MP127[1KJT=^+3 UL?'@R=#($L;]M$1W!F[$S] ::O%#,[%RO\1X-;UZQ=R3* M!\.[_(H-AN?JX=@+\V?C%R76%H[#4W*,"9*$N\(J\@"#LE^H[TD,2(1ZSMTY M7:F8CV;!!6,(K'97,-A\)8S"J$Q%TCOIJS>XS=S*O :P!K*UDGC0$M(71R^/ ML3Z+^H*AZ!F00Q^='=-O*;^$E5SBDH^DA\C[XR8/G?SQY:HK$VN;3%5+/GAZ M&PCB89&,+FCQ!@.=TE?:$;!A$B8&/0?KO,OL@R?7/U6F!5==^.9EJN:XP_\: MJG=TIM)93V!GKIT81L5!5Z.88&]ZF_;*#>K_$2"MPI+)NM[E&YOSO[38L*6+ M6N Z/5;&Z*'P=FXPUJV6(X'?S>EL\DS<6:&2P42')#&'@$478+>S7IN;"78SN\O&LGS\Z M*:N"Y3U@,W1>!2IH0S_.-)+EK:]!I0T'Q<]P_WSU4L$+UI^6'FQ(YLZJYDY\ M*#J?-/W$'?"/2[\LUVIKTXVR6B-[6" L[_2)I L]<+R" M9 Z # JDY_&,$KSR!5I!L2FQSR)9@V2N]'#"/$$_9&"H%]P02EN%TJ8,].*$ M'B"1- 48\6_D) DHR<(!_0R1U@US.$#@J[!^6,=E+1!U&86&^?I*?3ZTK9#1[E MCN,H,,BK28.=!0EZDWY_EY;<.+*=TQW:*>?]90%4PX M!* 7.'35AAS"78Z@D*B6 M7=@@@/BH=(?SU.+EYP1=837S7V?4:44,DQG\)\S-UPTO^/8 M+WA4*7331^$+7+-0:8:R5;!^%UE0_ 8BOZ) 0PQRX$]:$2+V=XXGF 8VQ!%^9(!#N"HUDQHK/FAJP;-]^ M"L(Z\[;:&\4<)K^@J'V_=I"T87\F0,3F95!7Q9,0ZM!Y=YW-H,VMDE+>H#*) M<$- @'"LF6+L@]HPX3,9H^>92>GGQNL.5J#TPILT*I($6FA"/G-KKP^:(22E M-RQY:SE]Q_9.G$D"RQ .1V@5P/)VV2Z>D42N>L@D1;&4GA/[^#5!&HT#$I#K M]B'SR-@AF'Z%0+IF>$C&#Q-Y0D%_!V$2\:.E*K\"8D9 Z8#H;3RX1:WU))YF6[FR,6&6)GWO)+U(?,J=1'C" \E MQPP=(]RPJ#B1 ;% NYY3#AY\-W>I)A(P^UW@RGEDA^P3V'#>DMMZ)_TBPD7A M"N5@QM6#*H(SZ\ %4 ^L,NR:3.IZF #2^1-W!\F,@9P !*#S,HZF9AH46 M*:!*"!",K9)Q+8C2D*E7QFA)BDUNR>L-[L PTX.Q#0G*AYJ_8B6*N='&&%G M5VP,M3(K&)]YEUP):I]SW4BP(0D.):N&H:W]9E7!GDN-3GH!L3V@A:J14QXB MQY=K?$&A!LAORMY=NL9TJYA@VRGB!R'C(J=)E^.CZM0 :D]3MRCS@Q"9M.% M0Q.Y=]I_X&N*03N4(0CGY@*(PP=J$"1:87(X]X&H<>HEP$89V)D9%\[^\J/; MYJC];OG$O-:0"89+FBX%P94!?Y4[$7*?Y '25=\R35G6+03(G'Z'%G? ;V!> MN:(R..+"!!^'.=K\$[GR<)V'Y-;V'7?20^!# NID_-R#5"V[IZ\)S.7((0L5 M63UC-R)?]:0;B%D]:1?M(H;GK31Q$6>3 M5W' "1P4EP0UY>F'?0F <4$'5O?!&SPTJWLFL'8J3239_#^7S!\CZL2R2CB= MCQZEO#-;;- "G.R\!_("= @KWO*C[+-<$;A7(8"*)5AE"'#XMFBQCN-+G_8B MA\(HJ_B'\JT84YY#I$SZP7,H&8-HF%H:AC!2A1)$YAO&B3TKA*".=>,\&6C4 M-*_X*IMHL'A.%7C]?SC'W_.$\)>DWPAU# AE& M@I$1WDW2<6"+.;#%?"&VF+.35WOQQ40\$L,.8)Y([MYS"PS/,X;\[K6;,I'U M1*<"OZ(0^^9!+.2@PA\F]WW!NVX\:%C !.$9 L'\2C+._E$6:V*U63,&.*%F M>-_L2"0Y5F]F$<'.I ?<8ZP"4<3];>-3G43W*+KRH65!^_M!1\C[,#4(1-$8 M[C0;S(]00F!.>A&^!Q06,6SG4^[HE+]F+$5 MG"',M+;\_U29^9KKXR\/]?%'K8__O_\/XT*AE79>Y204(F4F)NF$]>6YQ+NB M90:L'/-_M$7@]\!IRP52S E +@2O&9KRRP+I3+SC@K>#'P>(.7*WP$0AZ:X0 MSC>1!J(>L;5[J\1Y,40R[\YVE(( FF.:V%LT,0/^/C@XZB6B[P99'P[)U'\9 M/D6_H[/SA+3FP!B4W7 <,I&_9+$>;XTXI^'.K:LK,($2>*]4\@1?ID6+J4/T;M295B:M:]5!IRB0'"(1Q]-$C<,NJ%MZV(#LHJ0@ZOP[_Y1=+VR*BV*B 3$ M?CI.VY M0ADU7<=%%3[PI+,G&MS_6^W:0;_W4.GY=]/OA0),H&U*@8;@%F9NZ*MF(V5> MMN-X&!G('T3G%2K/MT6YNEP[*R"-=COG>^<7G-_ZK%D^NW'S7/2\*&1MN"U5 MU!B;E0@4S<9$V1-5X@G L@$VTS(?6[)CV9*($JH[PT%CAV,Y!:3[P.,1DM?O MIOBRZ4UX6^W[62FYLM#)=I0W\[FIG2RR8_2+L(-6#6P@0ZO\),VPPZU@^F98 M,$61?*+<80I4>T4Z=.80-24Q=\N=]MM_B<6].XP^UY0?A(&]4&OZ.P^V,KSJ MXRQ?[VHTU&<$[4'5,LY>[%?7S9P!QU/)=+8I43E+B!J_6_*?/?#RX$$QZ\H5 M.K$%(9)TH,VOIJ0P9IYSW]H2YBW%=.4:=$G'[(IRMU*2"6%O3,K7*:=&2%V! MUR_:VW(NE3FAK:B9?@& 6R/+>-?[9"1RG3!V^$J/LV0H"T];EP6_O%R09V%O MEL-QIK8Q29J0E[1R$WJKPUV"02F7&PG".LKO8'EC@'7ZK^:N0*IE%(6J4.'& M@MY3CQ 9ERV3,:$#Q>LU$?S2&V7&^3#AOPC L)1").4:24:*[83 33LM>(25IRE2^*%+Y@1X;55F>"SJ]DRU?0JL&4 0OC>,2& M>C?S%S^];4DG0G1,K4!.W6Z>)?6<0YAO.\M2B5TC@&9!!L*DM+$V$\-_#T@( MV'O0")BZ)C=AZ> \7;\'XSA1-A/"+M]I@T4,]K7,JER2_NV8:&^BGP>5 Q@6 M.J4?+N&.J*O*F=O-)T0B/,J7%"A "09YQ_1I7 OF'D93M*8 M0<%CLD#@BM,=K:S= MNA!1CP&'$A1E+M3-''\Z0K M?%DJ/'N#S0(O%Q2/\CI*P""EAGK6?"@%W_#'PDXWF5SD;HTB6)SZCG<>$_.MNJG]U T\+6?_.6UMTX0$)0'" MV%!'/*2_R1/TA!:!G6?](NG-HJI*FUN;+?L5BKNS;IX[@ZKXPE;;OI!7 \/( MOO2UA,&U6 \KZ@B3 LMD^#3]'KMF?(6!?FG.%!>@+;QS$-&V[&3J> HB6^:8 M141'=J_)Q2 "#=!E4> L "TE0+X\T6= J'4"6-/-0/6<8_I)]R1[5[FK.W,7 M=(OO=,7].@(CVO7$5 QF?]*=H:/1KN.ETJ7ON*W/**^T_]]?UN?@L3[O'?,( MGYE3^=)-U;) UL&QO>-[$ED1O ^ZLG#SD,]"_#3+)4"JB3<80=CBR+@QE60! MXB19&8:7.+/"/<^5%J;0K]C2.!IFC*-_@/S M%7^-?^UGV7"]HB_E79QF450A8U#4FDXOSMX1E9,_>;S3-CWZ=:@ M?X!% 7?F3O"J:V([[26#N)*;,5S"'0-NF;B@=T[.\6+MUCC&IY#!631W-40T M[NM717/3@(,XQP>H67 CIDU$N]6L>SS!P5RY"*P7Q_*RZ._ &GU8=UV9XS+] MY\<6""B.,[H]'S_B>LEA8'"CMC&8.ZTKK$0G(3/PVNBC^C%&?W0LI;3U3,K< M,%?Y)M#\I%01PWO=.$-]KA5RV<$9A$?6U$V9:6?.EK-M#Q9<*-9BPS"*92E7 MPSI09JOZY@H304^76B"NOAKYS'39+HK+WF1-LG 2,(\?8$7@^]D^A%R9$6T9 M( Q@D"I(*V(H%.1\5;J"S[!U]]5&_^<)^5S 4Y>]UE]-^PO]VVV8OT"!8&=R M_>STV=\DF0ZG%Q$RUILI$]TW@[FV32@TUXQV\6%A>E'L!>G S*XAJ)H-.*[I M)M16 9O/O;[[>Z7D"UR4LX\7](Z#UD)!^079:9R4LOH)/\:[QV^%5SZ> M'@VO@W#:18\]\XSBI7YZ]^'G-Q^>O7[W][^?O[]X\Z/\8[O!BS?C)7*2_W@: M1*MSYX[>P'%77_W''T[IOV'D^;_I630 -L%RB=#<'YUI+Q?\M448T+[\HW^I M?I'\RHL__AEF \YX#GK= /UAAO_\CS] T N7^/[Y\U?CUSA+7B-Q9WM5N43J MEV8.9^&TS<8/H8ES$(7W?_C/1;',X:RETH+S9QCBR 5BED0KN1..TE_.!+40 M@ZX+J2'M%$) >!"DG,IYR;6$MA"B"5SRGH*D^S,N91PZ]S\M_ ^LQL/B/BSN M_18W$"!5IK4J9#+L_"HD,VS.,T-,0J*H6+$546UB#N>S2B$"2(@$*7GZ'=.G M*1#1Q30UZ7:0@(%7](!L;@\?T@D@O_ ^%[Y!1\ G[(?I5(#7'ZCPX0 Q 4S/ M?./#KCKLJ@?95>A$"H^ E:T<;A*W 5O2=J'-XO%S+!QLO5^(A)1$$HDA(1]P M6+:'9?MPR]:F$IBES5?_DC1.R87*/**=L>I(6E?Z0O'P1C%EWW59%>E-8(*] MP_(_+/\OL_S![Z$>;N",8W_?MI,?EMYAZ3W(TEMWS%AA4E- )&&\<@3;+JOF M3E;FB+/=U!HQ9K9?G-IA"+^+'(AA7F;K.@<3OW"!KPM2%P-\S@W20[A[F&?/Y12KULN4LN!.0%'%81D?EO&# M+&,/V+A=5V T#5J2V5/-4A6[*F7=S"]2*C]R;9L:K$1U'%HGAL&.6/)$TO)L(1/ M=B_%1T-I8$^I:5KU-?4Z#<:)(5>DB6-B%H)"K45;H6LJ0% L"MC6F%&MD76_ MOJH*V^$AH(VH(\4 )J4A$?:R?.Q+=ZQ"1(+@@&>0YH$%U!$Z!70'QD%D.2WF OSA(<<<1*$9?(LBA$M)Z;?8]8'9J( M!COF;OGF^^STY6EV>GKJN5M\"G]1+ LB>@&X!NB1B:!IV2$"[OCKQNY_=\#N M?RYV_R$T?O80I9>F*C:$<<<;]()"Y_[-\#/ RH:=Y>[++"270]-ZVT.[9]DL MI'4J;#*6WCEC]/=^;D(X V4*'!/QPQLZ.@#Y-*!0F7-+90@T=5%\UPM$B(S$ M)[$;6*4 >)GGN0KDO!G"=0.E[E;@?*0TC#CYW%2:.Y!C%Q(K;L._>/.:&9^( MMWO$_&/N+0$3Q!/I%F.TX03EG?(T7.<+PNYS/F%!!R -*?2+YEWICJR?-MJM M/+DECWD'>0EA^RM3]&T[^T1UC$YH=[X6+>T 9M+>5Z$+?0.L!LU0"ZPW!"I?+KNB%O+)JB&.3 M^K0X%XDC@ UVH3=!2\=@[KW8%<]@&G4,'"4EM),1EA/#[[)@63GY>PY!/?7% M\D1(H!YU1M\5F.\E3/^RF:\[IEU WA_*7&V?]+).W21HL6.^)6PNI @+[[&> MSWVGW@%2=XA[[A'W#!QY%0IQ^QH-+MOQ@7>?(8U> 8J0#6/O$ ]\",@/"_-! ML)Z#%1G)3;D[?BQZ$0Z,ERFPCPZB3;=BH;V7UNZ<3G7#BK-G"#_6>[67D[DS MJOVZF2$R#,(/&#EUAZ)9)KN=R8YRW#C0Z M6^)8I5Z00BBYF;P=T4W\-2S50 /)3*4G5)81N.W<"'L&0=%FN>*<%[(VF(<6 M=2)MQ@E)3(-E9!<)UNJAX11",'@3V&O$G[7F/#BWM_EEE.W?+4/:&(:'R?NN M^LZZKLUH0\M3+4C,G*5"-6"U!KGLLMU<"$KEHRVJ^M&GU-%--I#G+0/E.51M<^$AX M.Z=NO@ M=%+=6BQ:)B?I"AWT[38FY!FA XD";ZC?Z-O\+LS^="NL;#G "&=8 M'R\!UT[[V+UO3]3[PF&#Z@2^J=QO=\.X/*D56N^')@IIU9!@5L:Z*JA;WC/0 M!/+)C\^1@(1ADW(>4LW3+!8*(-\G?:6S([2\/&@GL_]=.&^%IX>9?T. MS%QU/*OA7&.[(TK*B&&*=)31A >4>O!@3-QF]>,]B\/.CF#0FX!,$B9'V)LU M3_Z[7%)?:/.2I2KVHQR3=Z2#*>XMK9*!#MU5!,O7?ROZXET4QD;5BA= %C M]XQFTQ2'0DX4K)D[ZU(%L!GTLS"*1^8<2)(<8+N' MY?XPR[U=5URZ\YC#SHA,,3O QH :#FOOL/8>9.U)*=EW)8!I!!@,T8M]*A"J M:&B!#TOOL/0>!@V;WW4,N!:4 ^O5:A)\N09TZTC&F!GFR.#V/(/*N' MH*LSB^,&Z&I]6[9-33H6,V3K7,Z MLH%JH>M1F0U =?F6A.%7VK[]_:%].]&^?3 4_]<8"FSM*!M/:>XUBHCF0GMI M$@FO [?/81T^T#HT1&GY#32M:@X6<+LH&O% G7\/03<1==N/=F/$@&-IYK@K M@FZ.13/KFBSN_EJ!5699U;2XDH$J)_LWQI26G@ :_@'AP1\BYAS1]8;G_,5K M[OY:Y*M[ *X_[PG?A:7AKK]\\KU%PFHA1F""L8P$/ ME'46B3%9"<.;4*<)*CKKP1T3Q0![?%&7V*'M)>9;L"UE!]&LFTEFMIR^LK#M M##JE6< 9FBOH,;6O>2AJGWHZ9F#&5R"2V7EQ,OL7\ML'9!ZH7.ANU8BFP9T[*%T4Z+&%K0O@ D7V+-1=FB M@"8=_SN:I>:@;("*>MQDY=P*VJ]"[..)*7=;Q@6P&B%,<,*M(]WX1[.FULQ, M'IZ1QU3+MM]HR28)+11*^0)= M%?645$*%K"5D0M4>R"9UVB50'<#_M-M;Z+ ML28]N W6=J1:>2>NI/VMGC8L4U.9?Z>AS9N^H%4F\:[LKDE>*K**O[/#_ NY MCT.3B__^$8AKR[GZY6'#&KSHFT]SH&3X%0 AQ%NHW.-OI=;IW%+HT89_G<]Q M@IZ?/G\N7P/E+IHU=[ Y"[;@4+GESOJZ,(WUEB92E BL,@"=03\7=$2\ M.$-^Q^N:^ M[0(FMP] >5WU385BYBB7)P,)'>JPU^ORDQ())3W6A_-CN$/0WP@ "R3P<*O% MO?/9'^'.;2&T"]WLR,SOL3!/[)[98.#\BI3Q.YG]Q+Q]W.>?N^M4^1W\TPX. M[%0B+M.7)SPQV^]__/?%F\Q?8_=PF+K$JLAK9GCCX7E\2?-?Z<;(8NA<",!E MP0)<7ZV[/J!"=5OE71V-]?/OZ*,LO>HNF+L:6\MQ">U4:/U'XU9GP5<_??[B MV?-,M%K!3RMQR#+;:R4RW,.04!SN^G&]&D-?U]5C#BIKZA_FKZ$WP4(]9-+\(+N M8 FYC8PYEDV10PI%? "WL>U8@,QB-!3.$&!@)NIR/%MZ\\#.W[)-T4]%'9@< MM19+ 9G_JQ\ ?>+X'-GI?+F-7W(H;)I^__;]F^#SG*8?/?<)CMWQ0 &' MI8F'2W;7"3@'+!OW?"DV80(!YA>\*O(F.ZN8J;SFR$7*SO]X MRZK$1_3+"E[%^6PD(0\KHEA,_BTO25%IRX/'L=+K)[.C7R52TH?"[ 3S M,NE.X2O%GRS?A^LW81B%'NI+4]&LL *CX-*V DV-W>M?,A".D MEV8Y*$M2'JP_7!=NG>,MG TLG,]&.4!/L[$ENMKN;WZ1D\CSJZJFGC6K$(O/ M-8P!'FY5#0'S%P_+HBF8NL/9_TW"KU2*F\#!I$\&AS>-.E/6J,..,5?Q2>:+ M3HIYV<[7JZXGJT-Q"2>5V[99,P/2X*87[\]?"]L(3$\+P<.\PNWZV#-!21_C ME[6%B\TA;'%[P9/" /\P\_O^S]J%[T4+N3.@9=GA#]#QB(D.W+)!R[0_YEEB M]T8R?V9VJU)YE( 7;%WXR)8=QA4B DL%_XH\9R-XW8Y4M@408B:Q/GGO<Q)\U=:*=/_I>F7?$#GC[[F[CC#[%&4BQK9G0G M4?"P96]4\JJ;YT23&>NGT[&EP2]$@. EH!DFX<5YE9,J'94%8QBR!=3M:R.!56K:FPL#L MF5K0SWUETLH]$SCT26JH-E$\?/&<04*87NY64.2[FVJ%JQK&F+29>FI8!!>F-O0,>E V$1+98WIF57W9_9); MWE'$TH2;#]21W6LM&SJ4^?XKE%*&:I&E)(?8!C(PJ;"3,.Y$V4QO8KT)(AJ$ M!=F62.-+^B*IS!*-O1_T#./C>NFNV9/!X:=&D!0R<8..".=(D*6-F3YS2Y6^ M)?. W+"*1B,'9+G)Z^BTXBS36,U'3 M"F<@T[(I;\Q])YHVJF9>*DW9!&K:-,625KM3XF)([41H#<)Y*$,RPIKF%7P& MXX_)K*>@M_T%U5U<#'.6#.%G@F,@2/-&8^_Y:=$K M5JR%2J;1,O94F3BIWV4_G+[*GK\\C:86E\Y%<=-C62/QZ.['RP(1N,^SLY>I M2V0,!.29!!AZ,(.]&6F$HUA-L+X>HS/NW,!US6F*VGQ\\GNX^#M!?R3V;D"/R%-*I3VR?V(7C$& MQ52##'V% 4S2K$ H/@K.P(;@.(>#\,Z(%7<%TM:336V+LN9'Q"&6)YOYV@RE M!]S\@O$\^_9Y]JW;.[.SLQ?9JQ??X0;Z[MOL^;9NXJ@ST@8AF8:0_J2ARN#N9/T 2PI,X[=(F1Y5FY:X/7\WBP M^#JH0^'V:$9GO&I_6"$L.N"&9/DY)SMV$TN3=!Q.9.(XC@ZOP&SJ:H@'\X?L MVU,R*.^9C?L]0%-P"?\K;YW3"JU'N," M8L__%[LT0W-'?A7L:^?NG1\S,K"A24-:9?J>ZF0@D@Z\ +^(077"0VQ$,W*Y%$@Q5V0]C$?-IC#!784'SF$DU7U>2 *P7Y MN'>_7[:[2O!H0'RP1@>4 MW,Q5T\-:+DG\K00OI%QN1,/5!>O"8C1PAX+DJU$6W+4SD:2+GT( QI]BS71 M7RX#==K?F7;/N_&QYBU7-5P_@[&69':HPT+!3EM<;A".2K*QY.UW@;M/!ACS M*N1*\'@2>K6YFZW64DR 7HM"EC1:X2447D6X.!E-!(&MH.FT]6*@NKZ'V,M3 MI'-&@@6N/!BM!!928/PAKN15V?-( X[>3YL?QQ&Q@_3 PB>T$'@9RU*X+/H[ MU.TF]H/6?R&7<# M#$')MKYR#A$F\B,9(LBS@?GOC%]^K3!'5-RLB(K*!FXH-%9W(6#,SWJBPD1D M0N7E6LXBH/AWWS?>^[6[2$?G)PM_!'OG';Z]3PV&EA7/5T@NH5B%/DHC%03Q M8)>"BE U42S*V.=GT&^X>.6/T?#QT\F2IB/5[_] 3VU%1'2FKD:@#;Y$63,> MB*VP6T[$T=3SKD!7IP+E.RN]@S1CP^J3&*#A[AFJOCVHN?D+.DOZ@T79S=== M9U;P9PQS-KN!!"ID$0N!POASRZUS*-SMSGG:HIZN< :8F?ZP9[.?@SS'.\EO M"NSNT4^\U]-R,KC][LBT^HZ8%7L@7-RC*!K;*(Q/Q!!V5=HUAL-/!@CV*]BU(! MXZN,5M@]5M41&3XKUV(D7&SV=79;N%EU\=*QQZ:9-9GK"O1=;L/C:."&<_=0 MVMFG0(@,D C1N-@/HA%*3U++6BB#DT/)F(;=PO/"W>""69!#!\_'0\3?"-L> M0. Q$TI54BT/A9D;M^B7N#HDUA,F(@8 [^T/FO5JH57CQ/$3<*(AUKPE\6@C,*6G9-2#1]!%/0&3J _/S MUH!) MYL-V6;HCK,R)>PF]6 :N+M;D/CXV6#$6A-],.$2_P%'Y*_8!^#L:"#4T;5:W M'&] 0,33.B.&#!NG-+@.=1;4&G2S-/&!T>0E!Y.+AU>,'$DG$PP^=IVMS#* MAU.D=_"LM?/+YW+N&K^CWIC6"#L<#:9*%U(Z]0>'+FIGWS''A^><_2G"9^'! M0=367 >_2 FF&0NQNT< EQ9J*E 2RH$F!&8+DK^I6_I&,-*CA 12XO9P[#,$ M#06CJ@T[![JP*VSO53U6[R!6QZ6@P'*:[AP28Y)NI2PVB1QF0E9 MQ98>&R@!()YX@;(+[]L62ZI8]\$[T#86,-YMV3#9@RP5DL'R>*\GP'4_2 AD M@Q]THS0]@4@^W4;I/>]A+/=L*?=[7BSP6/35/6#X)1'.!V$%NBYOZ*4_L.# MKQ[RS\Z>1&FSMYH=F!=/%Z39LRVSP ]V#*G^(@GC5GWNN[N M>VX?Y"BZ+HEG5OOF[)=I[>$O/'I<\R_V7;$=8='@,(+_[<<,RMN#S+U8>Q-VD,.N,LH8 M'G3W Z?:(UVBAAG$B91 M=H/8*T3MQ$@K/]2Y::4?)"Z106@(0MLYL9CP\R<UXHM' M4@[2M;"Y*;HXOW R"WRCX):-XO#R2=4J?81_J0U8>/Z M:'6(VX/OW@8F-@S05;'VLMBQDH:&CI![+M"%J54 ED_8Y^ U[#B^G@+)4V'/ M$B\O9PK @Q4JA2F8-QJ<(*K0?0U"T NJ<#+ *9U]F3;8-EO!/F\4/PT3X8C@ MVY$)-RH6F3I8F%_6EC!(@O@."Y_%>/A$[&N[+M[*NI!3_6(]OP[W,YV1A;8! MPNNEU;1M^(C&#-&&HLD]:"D$((*?%0Y$N'CO444>/#3\\JHH^'1SXP9$B/FT MLI*%T$AKZX./\P45F:4K[U>R&#^IY:V!B+$%B8C68F7XP?5[K_V#RQQI!!(, M:=Y)E7]!34.K_+>F-80@[J 5,U $(.V?G9-49$[WR[S^B =/Z48/7 +Z.NT&^QN>0/:O ">"_30UVC3 ',J2PMMV MV2SLQ(>B!9W*S< 7YYL:=^2F*H&YY$4MVV$&C0HX KL;CH5*@WIQQRJHBGE\B/(\" M]SU/E2\8#!A6G@2K(W0_X?)EM17:AK%;-XU5["G\?'BEC@W$3OB23Z3XZQ-DG19 MV.T:QJ,I2X/ME]O?QST>W9C._F[V$A[0-S[$0-+;!K>C*22$#':VL=]?-)<5 M5!$L-\"MR$^!Y[.RI#<^ ]?\X?GP"CW M+T,L)?#D8;@$JT%;U^&DI(&6D_)D]H;1X;N'.#&L.X8R&YKE '^QTVJ)TARV M)F'T,G/^ )UG\13 PX\P<=%;1,!6/5_ U+''Q<_%LPDGK.CJIQY6:VK1? '=]>M5;^H\A=%8(4^A^4][3OEIB!96K5;$H M"B-1]8JPMNCBZ1(/G1DMN&RQH_0A^CI'] M78C]APJLB[8%'0G[CWOST"FCE$P%T]!Z#*Y F]R:5X8]>AGJ3]*U7/DNI"BV MQ\6@3"!E3[O>XFC_ 8[B3KRSC^ZF[A# MY'_6>445B))3#X2E ?M3%X#Q@5P4]1PC(QX8#VJ_#(^9K[J/^,79HY8V?6!+$'%9PG..^+90,EO!IH/6 :@>TGF$?Z+.)$A7^X)075RY MP_C_9^]=F-M&LC31OX+H=6_($9!&3S^Z]G:$+,M5JK8MCR1W3<>-&S= $I30 M!@$.0%IF__K-\\R3 /B2)='NT<9LER610"*1>?(\OO-]R"%!8)05 >^/GPD" MJ5C8X/D?TTG#"+P](Q85^9VT#T-.,J'673$=ZR B@-#A2SI9#)S:29P#/?9$4?JGS8 MES$(H[N%W^,B/AYQ6 4&T\M\9= Y ]:X*(D".2%L'L54W ST@0B%.Z"1%QA.IXTUIJL4\ !3VZL M)PCX:_?6(&HU.2366/C>-RBE'B9=,,C:A<^KWI#!WB83+,Q'Q(:-HV3_(IT' MSGO\'1(XF8AB8RD"5J$(Z'T6K\]F>2JP:#2[E'\*:7A]SLJ_%4RQ,9<+M&IC MS@]_1W4CB$/2Z]2#\HE*,!VL'@4&W7C(/J%;RSEW$^'9Z'Z<55<_N)J\]K4+ MS8A^^,77U=E/X31-PM),\19GA:MIL>U&V:*%\&2RV'F;\MFQ]+KSKF>2=[B" MTH'L9VU,7S8],?L34R0JTZK)4DKV+5H18Q5 M*3D9QWV5/X[6B<]T/+:TR56#F])F$7">HE5HI?J\()+*=B94"N:B #\4$C D MH@%3)F?Z]&9X(XJ0)0FY=.6ZL&P; U=9NRV^2O07,ZYG=*4KN9#JX_QG>[L[ M1R]\B^FC.[G8SEB5P#6ZD.(+P=P4Z7^E>@SF1-V'/^]<[D1&3FD"GM 4$!:& M:(LQ"B,0^F//:._5$;"#XHE,9*"(HG"^-N(8R1O]*J[)Y4<]L<^X,.!!CP+L\P=:E2:I[\ETZ M0 K3BY2*U!#Y8%/@%+DUIUH;J#,QU@AIF70T&B"T2%L - ;A#P4R<=%F14L8T^09-BL@N RPG,YR[K9QXK)DB*_$D M\W>8W!CL([7ZFV7_'#)PW:O[W^40.&AJ/YL[_!% MO/_J1;S[^F@#WH@GMF3B:$;0W:EVI+B91E7*N8UN:T +:6_JO.P"N4]Q764X M.0$UH_0!&>R87A(4:_O(TNV!21)T^WC;!]<_;KOU/<_[\@E3B-!?YG<2/4EP M/DEPSI/@E+5$E1$Z,% )VJ@&R-I\$G]]6GD/N_)L\=?'KIY+ZT&.A^\6E[U[ M:H[/50P>1(P$N;#<@Y@SU1ZD3R;_:>-][\8#,)'(2\T!%/WR9.:?5MM]K#9, M"BB>67EF@$0S:JA=,6KQR M8(=F;SJSS1+^VURQP X,3+_628X@!Z:JQNJQ]NPF@&7IOOJTJ+AAN?,^5%SN M47MH75-2DVJ)/S?F;_\)\[=19A6_&EN"%H!J[F=C7)3.%!;P[]P:+=R] JF@ MR'81OO^J)!1N6@SB%0L,Q,]:(##,UQ2AG&AK-6+[.HW38E790+5T?RMYOK7W MXKDDS;L?Q'>._S!U2I!5FN9$G;CLA+R'DN6GAK#6%;ZR8VFQB_U[3%-1E@B8 M.OCFRBYIVRW$Y.U$;V::2/:,LOI(S2(5C04IY<./"?79=$8VM,<:M@R+:<@>->@)XNE@JWKSQ?075%@4U";@%E (XAQL, MZ=0@JFIN0X(%\[S!WX;^-E?9.87O[MX^_0U>?HFH\ISM:GZOB'?NMZI-GS\C M>J1M'@0[P(>JT_0+33EK"I;6G\/9Z/8E0CHW_P="$(76(3.4:8@@%+\(5>AQ M7+3GI$L&"[I)Y0Q=39V@@-]R$_&7:"L3 NRU:51_<5^VWS:U/N'(#L12@'(* MA1>=Z>0]L3KA-=2-E]:+ SIOAEMBOP$UJQ ,=^(&U^.- D*.V>%,G-3: MZAB"%(FH61&CBBOW*P%+3":\K>4E-T+ST$4WRU+&82M=&R& MP/&MCS&#N)Z M@!G%L+GO7"?8+35F;+Z'K,RSG?D;XR*2GA&V%>V!-!!EY+-1=+Z2!I>BO?5. M.;,I-(9C[[GR+7Q:R],$*"TE\T:@'BI1JTL&A7HI2:>$",-QK-R6TW%1[%K. M1M-10,>N0B/AHS1UASJ2Y)%%N'CCAW(:6'&I\-BX_1IDX3<068\K%K2 MWH/EAYDQYQ"4%3)*@'??NI:7=>R^6M;UJFT+*5DZ?O7-*0N7_COTB=>;Y_E;%#2 M!L%S*L'#EU1H'1T4^6P;_8U *6O1'?;\'8A.,NW^$C70R-<.W:=)2CX'UC&1 M$;I_&V*6I38) R>!L)O/7W!1PJA2\.C<%B$\HO33XYE/36*Y.E/#O&2:+4BL M:MNU 3**0?]:YE, 87Y%LDN2@5?M8],N;E:<2*82(1T!'84KA;##P'9VDS!' M#_ AU?0[K\'DH8Q>0,HW6X2.B+FU!+-L;25GRJO_T5N3AM[PTI@(X=J>LD5G MN2Q6T;:0U8$^ 0L#:\,;,81XO,ZN"XQ/,+&'=!VY=KSI MDNZG3Q"2IZKJ]Q;UR7WN:+7E8TY).)-J%;=VGLHH@/5.PW]%+%P5BF]D'I:C[,^5W6&53(=Q,0$ M''YLF#&C)7_(^0A0\^$C'\=5V+L#S%.0H\C;DU3AJVO-%'D71L0(&I"E$]_F M;$1**J%[_=1 NX,GH-TCDNO!Q1ET-*V1[CU%%8-;])U+U;J !2O5MV#5VM5: M([%";Q;U]J%0T7YR@QQ;K*[5_ !DZ3.O -!^4"#^ZAR":FG7S,WP M;EK!,\>,0\&L8U$B- L4G9:;4,IK,[UGAX5HEAH,:,#CZ)&F%AK_:&8M@0V2 M[K5,JF8U[U(#VUB3/D"Y C 2\?$G^2K@*)E)A0H1D98'C-3$'&+@A CHJG@* M,40D'%\V;'/GHG*6P#^!1U9.6%A93:(,#P.!WT:!@/+>D2*=YL:R'=R]&!OG M):UUZXTQ@BI!A"PL$<9-K7O/#1$$//0[O\/Z7VF=+(6,A7I^20=^!0S5=8HF ME?4\9EX=00DL[=R4E86<$:\Q?O7VQKE;K8]GI$^D5@#&2[C7.6MY"\!1(..J M\-X MKQW(* KJPT+N%$MF L= SF @LTTJ"V&OS61=+Y'!/Y/:[M^[:(EIZ5= MEQY'=O;I7 5A$"6$ 8L\13*FG2;BF1?R=H,\O2GM$4N"3PFTZ!4C&J8O7RD MHH2;.[0#-H-82L\HGE7R!%O>/@$YY)% 12: .OX*I/I\S#/>!EHW@-^?O M)QDW*>NBOM0PQ]I8!&?5G>76%3IUUZ(W\RE.<<\EOHKG3*" %K( P)MAJWB' MZ5Y+6S!U\Q%.$>0=@3:*$WT6!=7$FWS/G95,5O!L9L]8&$U[Z[3?*ODJ:_3^ M'Q>#4"7ENY_$(E'P#$0KZ#$\O!'@B$IQ'\ VIQC-X%E8VL[;0OQ6W W,P'?%O>W@&N?LAQRC/-R MYML$"@"68TV'%'Q:WX/\0GDS7&!"*"CXR#HHU0>7VOR15[:A7O87"R2B=.9] MXY& JO%7;-U %JTD(HDQ$".[5]\#31-0[G%[P[T=HOC+D1V:%(&.O$7&IB[N M+H76$&>0#&1O-="BI/IZ 'M/AP#:QUTWQ(238!4O3T_0UIOUBM,T$O4=:BXQ M?YX_R\/[?J&-1MN%CT6Y30KR1PRE15IW]QE6K>7FAA>[C8D>EI!<%$=N>>NO M 50F0HH)/CX>PU-!M5';!PSH>^9 MOX97 "EB_EK9JQ5I=Q_8111L=8Y*C.M-Y7^(^[Q/J7-.H@,_=LJ>?)6RMCJD M;]VBA"XEZ"/G:$3UAH!3@Q=V4ZAPSK)W]UM=LC 65!JFKE4G3Z]&J-T$XRB$ MU"JW!V;7,!A)250@A;9[303+PL(8IA*Y8-FSF)^KJ6%K3%Z2'FT2]J^XR:J6 M79ZWQ>?6>P--;=+@5)*K M2EJ5]CY>T:L@QI$P3$AXT/8^(/ 73.].]+&<@&%0N29OBZ1XB$;SC\, M,&$IW_ENT\[>5,LX*QD.]'^[^Y4#8YZI39(IT5=LE(QU19E.(;&HQ+ *W6V4 M"^!R4&'&-6KNWN!C<"D2O .0;TL:AL?SZ<=LY[EKQK?24 M7PF<;DS$4] M<*_K+S/:L/H")MQG&4Q%\$S8YZ(N(([I-FV:U );(VK 6T]<$("KC)\/YXY, M6:/:X)\M+^ZC].?3]UF4,WI:RDU605D5Y(T[1X4WRK>%I+85U'RVX[Y2EIH\W< MGM7.7#PV]'V'?<"8418=SH VLUN6<+4S:M7E,6_5AX:BK-J[C(Z#CI1*\Q9W MLV*V&-2: G5!&L-L."#NN\"6U&?/&E)QC(70$F0P>5@>Q3()G4%3Z^?1GN<^ M:^DR,U=JM/5QO42OS5\T\Q?LL>;'(>AN7I$Y+YJ7G'/!QJ=_;O:CPR=0QF85 M#\'T-;Q277 U&^_F&D:/1C!>8=0CI2KJG:,J#M4-AJC1MXJ1IA)=$+80U=R0 M+\M8ZL[#K-; ;!,:,149TWY6]:>CEB4Q<9/7F.@V)^I]$;.,9P[J@:D:I-U> MY;NL KF3E2.G>TR/M6*H'OEF+W8G-T&*Z\ZIQ >(G%:-;#JR6>N$,1W!Q0Y\ MJ&3LWU.8^S\YS%TC=OV%;."&8]>KFZP:"/*LGU!ULV7(AJ7UAN-.=6E\6_!E M)B!&EY&Y8^#/DL+#:#!S\6=7HW*4=-C9F94T 1Q\%M MTBK@2.@"^W"85KAC.8+T.MSS.0QC:V:>NW4IHDI;=J.,DJ<)*[ 2#S%T6P&! M J(S@P=9X+!P!+JWJ^U76,MASC6&84Y@V]@/A)J9 XQMK*O@]BC?/DS?>MFD ML(#""?HYUS"1:5;C9,J=33CBWSJDW#1V;&AVMAQ&H7WZ 3V]!R0ZNL8IP*DU MYPD#R1I<-2$4DW>"\R9NE.VO9-ZH.5+&ZQ%3R1V8I,>Z!!37TR#A?DP_D"/& M+V40-F\77?\_%D+3TF\B+$_+W_.F/.Z>;YZF+/"Q 8X#YHT[*]RN4<[JV]2G M-.""GS@6_P3P$CS6_C#HD?OPKXY]\8V>QB3Y=,/Y*M&.'W.[8[ M/9VD0 AMC\-QGA^L#O;[;LL*JU+,DA/EI9LJIOKJGJ1PO[*9O,MLOQ.I45+?'HV>.%Z= _XE)7N/H&O11,2!@;PQ:3HC/IC.6AHG MU",@,LF@0TO**=1Y$ZC%7]T!55*3N%6^[_S1(BEBU$Z/NE=H7O+WY&)OUKD8 MS/5>Q_4:FWCA5=RQ-1JE@XRH3WWR[^S3N=1>T,U_^3*@N3N,]X_X)YG 19/ MI@4[**ML4+C2@H?W9A5@\IYN;L@U;>(;Y#9G(CG !F!4;$$_O0 75-B"5_3X M*A)R'@2W:;L\Y72BT!AUH8IUBIV!-Q6:J+F3,N]U-7. 7:^P*.>O$7$KJ?]" MGVQ'>@,6C8G[O0LD'H 'PFGWMUI"\4*63O#T]V-FW:OKL+-DU6&5FG;)9/#/ M*?>" !)7<7\$L6OV1(HF0G<%X9;=\P6/"Q@"=*RV\ZSX$C9UBL+*2ERM/'HJ3VY:G,5XE4+?CXO6QV26\:.)*_A1/Z=^O_Y=[G63V[UJFZUHEE6 M7DTQ>#20G9X0=X([@#!KE4S69=L.5F/W9N2PUL34Y/0S-BU(0Z-# =-3>DT2 M32VC/(#RXX:L^"0RP=_ '8 9GMF2<^Z*.!J"SH3E8A(0@F"1:MTO"KB'\*R^ M-:+97VYW;./].B^Q/YV0*IV[CT1%)&$$R073 A0']6"2IC2"J;Q[ M#]Q T:*JQ$9'; &'$8]2+XOQ[RG 0I(JTC+Z0^NJ6*U'WM9S)2ETG95C*',! M\+'1@IU5"Y&)=GTF$L3[-;&:;^VBPFV\B1?NRB#$&B>SA!Q[S.O%80G4]]US M$#:!)%P)N7FW.E$CHFT.0L>:$PI;HOW%/Q-HH)'+ !@(L80:H*QLE"2DZX^D:=5HH(@/='H"R M@_UG\3^]Y-."?EK0][*@B4Z&"JF)M OC^BTF59D3.K0[[1'F/UOY4EK>DKW& M"!QKS]UQ7X-/1QHZT"U"/6GP<9#CII]4%3;=W";5H";\:C&+.V5.J"0-1X9F M4ZIT9*,<+>%T!C)/K,%/6^U>SXX6V DH<9,L-XSI&)%X30SL$(L7EYC^HZP: M[3@KDP<_$&UA 43!;MOO[^[OT>:^'(,4?45M=4TNLV?[1Z1@559-J4(HYQU@ M-2^ (C%Q+:'BW>R1K)F &SAE!21H )RH,L"H#*),*DLBRJ=633-@FMJQK8&- M^DZK8%5$E^EXDJ)A;#^Q>Y/#%'G*]^.]HQ=05VS JF(V68;.7[XL>KI'\4LN M1S:_Z@4MH4,19[<]@X=6[!&Y=\MZLLTC X0>@Y77+UZO'37. >]R_(I-5A2( 4^6 MD>V&;6'Z('-2E*!:D4L^)(RRT!E GC7A<Z-G>4:!A^CQ>! U?\]WQQ65JX9TH7@O$ M4]TVA,_#^FB@X@24UIE>]Y%"^S40QPL'L8MJJ!PV('L8LJGR+^Y"Z*E\<4 H M!ZG6"G,X.-6*@9OHF6P\_FAU I8BS[B%ACZ0+"'!39M MO7)43"?10^(AN*-F+AA"&Y\("Z'-.GV"B()E7&L!Q MWKD60E-KEJH"?!5?U M\53GOO>$QFAS,$==:[^Y880%@V8JKHWCAZ!OBUX8QE-8XH0*&CH=C=5#">T5 M%XR27^%+@ M.5!ZWDDY"?$"X+Z8U/VBJD=8U5_^AMQ2X)J#(79:?IP8P+[\@LM-P!Z*?@7> M?"X/'#9$*."B 1(,>+:%YKKM>I.#]!RGE M"#P67(Y]9J:XT\$0]DEWP*AIU:">NF]3:(8R^[MSW[L_$8"*R]9N;!_6$D;: M@%@7URT >6"VW6]A/-[ :16U#16TBV,Q5%",3=N[F+<>W"!M5-;H\.IP0/M! M]]::1R[T50K)R8]OK)DR!NN>Q G+["&\- A@4Z5WG'@ZSIG!;%$W%]/II$6- MJ 9 &=W-5?E)<74OGG!UFZ7]$% 6U._)6'80R[).D+M"D59!CYBT,QG*PG+8 M:@%O8UNXCFZ^HXKE<)]_EA4W85'#;'>-W:?:@J[4R=P6Y"Y8A@Y2=:.E-VG0 MO!3Q#.CGZAMH$RX8RSS/55JOFV^OU7NJWEF,WHLH"Q!J0V9W([T/ M(<>2]XD-Q1D$_H*B;/.]:I[@>.0F&L"+ESA%5]S=1//WOY/1^!?W.P!XG*#' M,,,>Y:#[F8H04V[T:]\I!%+.7_4=$"V>[8@5' 0$PXX)6&[(XA%,JI==2Q9! MR%+A#Z,,.]TL+H4L/LX/9TF6L>-JMSA"E\;6,>U^%EFC[2LU&&B=%W<'HMG& M,PY2X=C09R&>::9UJ!_0'!#?QQ=Z"UQ)XQ@R3/K709.13IE9L?-M6L.YNEUH M1IL#M-;46% EG,B&]S45-,.^&VOQN4G:7,\,^TX6\%+%&RXV3#WF\B=^7/4NV_)W' [J:YJ8/=29L M(-L7F'GPKCF*X0XF1#6+>7'!(R\I;#4''&H/C+NS$(2D<&L%"3DHZXO/J3@V M JSCSL7-8CZ(*F,\U4K4@>IC54&OW->Y[['G&E[K C?^.QSW1]4[$*B+L91: ML]G;BX]:#7Y+BB>>P]-DMJ!J 5PQ29&6TYJM(]]Y 5^!'4LSF'\='Z[>& E+ MZ]G>WL[1KFT^_$.7J]"TU.FB):L+=8)\"0M6*S*&;^O'[G@P(\RVXY ;I.,4E$A'3#+RBF?GF,*M&Y!E)0_QP MSGA+,[2')3'P+/[$%D#W0QJ )+K\='Q")[@V7>)(0M:*50V2M1#WN)U9(JW) M=K"Y#GP&=,^3 9L61.-KK(%-?V6>_9$*DUA-$!:$05:[->"^Y-SMM5#"Q/KE'9&':O:V<574C25IPCW(5^(O1[,4" 1%E=)T7VKX1UJIS1HZ8>^95&&E :),$XF+O]!B>6 M<@X>["X/-?B;V^Z;VC! 9O0[J+7MHH1VVR(,$S@!MQ3T->Y LLFX M?VZ1OY$)'5F&+^2=Q%8^,PYWPH.(&D96#)4QNT1NZ]Y9')3!Y[X19!1(\IRM MGR6J=)N$^46H4F2@,>YWK+F2!+X/NTW#QF. Q$FANW"!#^QE;$(3 059D'1F MJM09#AL8O21STBC?=7(#;3QB+ ;-BM-]1VFHRCV7-X^N/$U6DIS\=PO.2%9A M#A;A1PC0SM=F230/P>8'^,INVQ*]\T";4J@+87B+.486I @VC:)I4HHT8BR6 MGA53 ?ND)@67;M(Q8B5ZYE>>N$:>[J^G4X5K:E*:;!J;7X/7$\]34]#TB3(X M-W-DT-V)+@/&0 7(P4F-<"CQZ191+_H$>Q+J?S&Z4AUW'_8WTGEW:N#\/B18 M(-G31+$M7("AB5L2KS(X5.-NX:X-FDG7(=I80N'0\$7K1FG" $P8G4F^$EKS M*03R>. FDPDJ5WZ= X'YFKJS/^=L>BL4;W&.T8$;)(G]4W83%:UN?S&)),K5 M@6NP,I**\#G:U+X YSJ][]C$ M=W(-)M]O)P1,Z 6?W3*5XH4-%0LYA(W)?2[YAL";D-0&5^%X#BC-TTOU85!E MVHW +1""5N&$-J:"-!X.=ENJP>NQ(X'=L@$@S 8['O)T@U;UN(O]_]%#GS?< M@( Y?^R.82:?>KF/""[@39(/M;CN9JH(UHE5;$,@9 )B:^8/S4F*S3+GOV$& MUL2Q$B%P:JL3F_GH<='I0TX?Q.7 ]M)G9^:V&8=;"NPZ=08CH#VD"=-7$+P MO@:D(M,&5H"Y6EIY$1]<21E]!GACUZ%>-NC*NE'3.22FA*LK3V&K'9_R:$ MG5)L!3QB/I1QM! !N+M889,>DJ1=8.GSJC>%K 6S"9M\6DO!A3/+O33/TJ_0 MJ$ENGG&A1ZGSR2H\" ML[*R:;AKL^(] ..4&#JLVILG'#:DX;C0HW&XEG;*< M,VO:&!%TT Z_E9YK ^;[V# [\4'51DXM+2&F/S@D0/JWP&.?TZ3EWM@31U#H M)A^NT$+OG+U':X1?/Y"A,6IR8V3>YQ2>2EOM:TS_!H@[/W^L*J$J<*:?RM]<9 M\JSS52K<(VC"<0&]:#8/<3^P7(@ QDIQA:4W+.\'S.'P=2"J7'5M<\ECP%EK M 5>NH[@7;3&!G2]DU<_C)_:4^]P#/\DF^$"5L[]CWA%E6O+RMFD:8P+F+D?' MMGM$R<%3?L:]O2/=,\*[RS\&(Y%J3MN&>[6J%DK%E'@G57:-3BN5>INCVN)L M3Y$FN#4AV?6\-=97N]\Y5HZD'A-#MF$JF6.F&TT57L.E6441>"= P"Q8-*\) MH"BP.ZKD=(J-Y9FSL@.IQ 0E7RO>M!$U7P0#4%J,($7\]&X53,IJYE%%^(JI M0HD,W+U$41ST>XPJSXR;?KK,#1C<-]F^;)+5@V]Q\6Q+K)>ADB=YP] M ;E?^.)4\>Q4#<,E:,JJ1C$0034]LHC<4C2F% FY(1BHR]M:7+7J"R4W\+< M4%;$6A^_&KI454>S@J9G2AL4!UGMG@5%/:=%7>99'S>PSC"Q6@-$D@1WF\M3 M5,6D([_@Y8G(-.T;ZF .EQQ9 D@R.*X@2UTFU0 >P--S*[+!B\XA7*W]24!E M,7\>I:&T-P<=48SB"C=M-7!L-657F->F 7N>8*N3DO 92=Z.'N7&;&(I@-*F M/'<>SD6KQZW,,@=P93(;27<0C&F434<13_X2QK75;/[#K+L_",>(6@46;P$T M0G;YR NGRJK=U>'&';B_S)B &06(.S@>W3HJW;%/[4N-!?43O[6?M,3[ZJG$ MN]G.]"L#\6P0RR&[7J/@J %W&^7@>4BMEJ 1N]1@5BM[U('@)J^ MNSFQ9.Z]B($W\@ J4C+,YJJ 83+?G1WF:ET MG'/6]CR6SL- <\\B +'3MXFBE-NV*73VXJ.]H]B9WS9%'JZAUGB7#>:JB8,* MMQ='!%W,\H.[[[W8=V+,1WH*?+&AWO .6V>P%3GF*^1Y>8O^->6[;LK;>E'1 ML7%+?H;6JFI/QG<\K_/MIR,"B\ 9/Y5T/=\NF7!S$0#C,^@).G@5[Q^\B'=? M'XG7DM5V']VF'+9CI59.^H69C.Z]AC 0XUP\>Q7O'BFX=" >*TX9"-0@*M6% M)\[!)1B*/IHS"9I^!5G>I$(PBD0[H XT=\_'3#S:F'%)-,VC^UE-;5U)(J@( MVV)[8MD8'Z]C#R:N#+B!;]-,N&L&7E/,3? U/TPB=%7][I.*%FOGBS%.("+U M0L)+SY>$+>]HJ]B045**VP=KYB/##@UMN>=FTRQ5R>+FMW1([B1*\V&@S0)G M4UVG,")IUL0K&1^7.[%0AZ[WS^K5)80J-VMJVRR?-(,\9[?W9\PLD(7; PD/#T;4.57_> M;OEL@CH!'@<7[CBZ&-^I0>#P?)E0Y-T*"HWT?BO]?Z\%!W*17[SZLR\]T##_ MLJLN,'K__V=2_97_T:@AO#KX\Y\H5=O\>Z,H0 _^BU0>^$OTE<7_QARP'\B2 M4D>T9LTEZ7^YKN#0VN8XI-]/W9'6K)C<1XG#1AW0' "!DO5ZM^67:[F^GP*C MOH6IKBC,_18$K5E&"B_T/9>0MZC&WP#T[/; _]K%_V?/KA]M$(^QN_\-CHTKQ'G(IK<__=ML]KW7 M\='KI]/B 98-!9S@-E.<&<" %N-UL+JY-/+=U!I\=J_.BJ89?O3U]V]@S\Y6 M"@3_#985Q-D_^GKZB99-:[DL2%\LLFS_!BL+,_W?-1H;KV\$M=7*N#?RT3Z? MO69CWF)RE!LW!&**+@*J%E.^XYK&* Z8XSM3FTWN"$V+PBCFL;*8PM;2'I*' MZ:UHJ#')TT!WJ?O+Q_(K"I71FN?*4T.Q["89<*&&,M+0!]]4;'L='XIH&[S" M"CLB^65+_:A1J9E3*E7TI2?SF//%^:VW0,7-^<*D_3*;[^2N25$8PSQ.CT:6 MUD]6NY)W]%*H+7:BT[46(51 W?\!H-;]Y]GNSN&>Q=3*3"YB^@%0H7+@Q6V* M@,ZGLB#6B:?]T?2Z9G\]TA"738,AW:ZQYD8VO83E=!Q1RUUX-4^S$Q)$C*MR MF#%S#_ $ZM?\'F_7U/%%Y=" 9(OS.!6-ODGXKJD%3-)D)/GQ\A9!5T+D'&KW MQ0'-D&(=H:.O($@C4DMB1V0MPH/)I%F6:Y!DN:U1,T1X#8!OE4R\82P9\2K: M:SCKDVE56&$]K,,$5:PP_QYR+GI;FDSF0(QQX1'.V!F++QD1JL$JW YZ,)L8 MY)!+AC'C7XEFE,N,>1TA8@_79@M5VUJ=O"*SUHI<:4'R M(GRGYE($/:#Z@N7(%D^1Q>'*X.L;TO85,&''.M8-/'2OJ>C3]W5Y&@:0I0!R MF,*4RUK 8Y, M@L2HX\D9>C/"Z='V3]%6H_ -(^1Z%="C*P:F2* .*W],K@%U2LM>89IQ)/+% M,1=%4_?>REE*VD_!:H$M &$%51V'V6#J7GL%X&[&OX=$DW)?W@DR-FP\Y\UX MXL:"5NOD!CJ;*OW#I3 =*CX169K=ZM?+3">P-NUGZ$BRJDL]Z T7#HIZFI&P M42>#1(,Y@FOJP/$'FXL9X^DW=5I]Y6,6NZMJ+(43KZ._N6X0**37:=ZB^49K MI,@+!3VB6G5R"Z/]_G>V$5V-I\7^ RWVAUG,0C:#JB%D?K>.F?&$B,L\"^D: MSZU,XE[GA!I9B"4\JT%V"H]48@B'G@VSE^&B_YPZ%V&0]2WK17L$6^+O=EU5 M*;M%)T+<%[E VLC8?0%0U>.^GA M9SIP5!-M&S_/F2UQD)I"]IC=+AJOU1[%G94N . K-RZ"AP+U03&))74^ )8- M>9"Z#*VA>>_1PT?]/,E&I,3SSZF;2^9 G'+PYR[O?'%H&4^^NI%)+0?LVW22 MLOS-%$\Z1/4-[WPX6E?&-&NHUX)W H*).?.*/=0D8E:V%!X<[!A'#EG*+6Q]B.\\U M@?!# )B5_0SAX_*H9?Y5+3L?B.H;V+7?Z(YS"YCT#B16<7/O-@9%0I3[8"9$ MC;*TX?$';&UKJY3YHZOY"K/:DK.OX R:3Z-?N-")WXDN*2PDV[7_4L[ITV_< MQ73LOMK'3NK:CM*%G%7KB($T+\I"EU>VM^#6 M'*%7TYSSF"Y2G^:)=#JYK3 E5MD.H"#)U MN)DY*='MN3S^ROU,+;FW7OL+B/*Y:,UKS[FUJ7>L(*.EAHIF.@X>("[?ZTK_N&0Z(1+PY8Y2>;G4'$;A<9#[12@@8?7%#.GST MKJR/\^CE]-:+^^&5J YENCP7)5=C^N 8I\ZJJYD_*]#0Y=$%I)BG8$$P)X = M$>"0[N_^,_]WZ1HXOL7H-U 4W@*JN*@E>A/+6\KT;'T#](UPOOT')# MHK]^GB85&T01^7 >@QMIQN+GV<1^4C/.-P%M"Y-Z=^ZM%2C'ZBGD%09\RA<% MUU,3FIZ&MP\_8OV.)()@RRD%&;894:[ YL?AB+AFBY<#990[NW-G=/"UHA_* M>2&NZ8(,$^LJ:1OW(EI>Y _>AOMJ9!7&% ZZ#E0*DJN)'R MXF)5'?<+E6V2M09WF+>>9(9VHD_<8 /'JJ]B8+FVNA9&\J*6)O,*:H>E4"/ MI=R1D=5EU6D7:BIU<:S<7,[;X"-'_:SJ3T=D*6NJ=/@H-Y:WCOL, MPK2@Z&ZZT@-#TCYOVW_&?_\%):[Z/I\3*#-L4EC%\%$J141M;(KL:$T0PG7_ M459?(K3HWB+P?]Z4%-=< MZP^[R&/A+5?:\H2D/-SQ^;6$&8=#I8>KD!,Z-J*3U1J$S0LBGD1D+1:\,Y)7 M2[#D X$G+@).Y^!WYZ3%R?T2T!7/LJ=,1%\0>ZB++"5IU>GH\2/2C^4$=I]J M= 3E^IC/G554U0?E&B&_#_7!#$SO*^1?-Q9.*BI_UB7K3S;6R+UEB$VBTRH) M+LP)=Y;)%N6&6^^$!16]1:**7) 0!_LMU1ZI%,&G^N4X[;[;O!6 LF_#+"=3 MH14AG]K77\VS-/=H1?@QH!@K>0QQ0YOGF_51V^_$SOY?HJUO7DYA<1V.-!+1 M.0WS40USVIZ%#C2)*6^::K,:+YI6L\6ZWAMQ7A3R&6H*[_ON^ZT9/QHS>'04 M9$= C$^,_D9B2N?.C*A]$XP&^)+S+M&J[F9%D,D&Z. UV\JN[V] L\_1G]O:X_?G$RRB+33@>L$P0(:U*CI09-OGBY"C ME\Q[00]4%3(NX)S:#JFH<8%GC2).9FCN&B; S./BTDPK C(":]%T MQ)'!3/WP[RSMD/&N5ZKM +JR$L*A#O[0L.S34>#A6)6*0#!W5!F2Z,*OMP3B M9I8BXPDAW6?ZE+M1WY=)&]P4;>:^GYH$[7#W"43PR"""/]"!2AN('4TR UR* M$4&<'!)+P9R=&\W^TD!CBY%!%@%CPC)R%J'_6,34:]<3>T>\[[:[ BSA7#:[%F:VO <@Y*%T>[MS5,LGRM M+Z*71V@(X#=D_O ))Y+,RJ#-L0D";A!+H]HPA;.Y(0K"L58>5%4;> U3-@&[R3*F_8(]-% % MM:5+N\4NSTTW\)"F0,6&"65!H8F(G/6N.:.S,ZO,I''<&,PX,J':90/76F/I MB*%5W JT?]7!GZC)HM&I%_M=2"U)[DXN$ARX8%*#,(PE?79<=4"S2MXE^G[. MXB,*<83MJ%V1C2ZBYHR0:>Q!-9^9HS$CY"TI?:M%.XUA+<'-<8$-I_D&K,8) M>DH8?J)GB[4+=9 HTX36!;L/Z71*>^YM$XZ(KTNL1:%L-I M5S30\T/;37D0ILC4-4O.IW7K@;Q6>H3$+7'W 4H>P*?!).1N;;N)+/!\Q09$ M9)?LN\M4L;4CW 8S:+XEJ2=>GIZ8JG.>7N/VQ^_PM4_""(@3X0,&S<]Q^9V.R?^R,D%]6_- 305XC M(S['&-0J"\\(.7W)D4SP3GW>7'W3C:U)' 652<=6T=HA8BCK18L[:$F=OU<; M[ZVYSY/:/SBKB>!70+/FKL/_$3;X YE-"1(* 9RD(",*#WM=E;>PZ^C@$M ) MC)T_68\ +073/RXKH3BRGS6UFU&:",JGJR:,/@WZLQ-L]1U\=5Y,PGH*"F 6 M"31:JI"!S W[]G/4I'A)(V0-.I:-:T'Q#%HV;F3>G%KSNFMCC??M[&LYH*PTYSI^/W]S MZ1<#NYZKKX:O2965T]J\RF!1H*."#Q-@DKHGVG\:O)KY2T@-0^SV^00_+*I2 MX--1(&*&TCK1$+3BK@#82\B>UY.@$70D>LE!9NIP]U"G-:EZB3,OV^??\G1& MLT?*R0.[/4KW>-=\/ !]!G(PP SVB>,4%0$&B>P-/(9?Q%4I5H$&BVU(.W62BAJ,JT468';E0 7 MHF&/[?C9""8+M;G_$!66'A%5=&\=#(B _ "J0NYFLS0![SW)@7;\^J:!DJ,+ M4J:&U.CRLN;L,KR5*5*GN[.N"JBX:;&PP$M JST?Y(ATZVYK+BT4NO>Y[6,( M*1!"MPE(=#Y[N;M+UQ^!DA453/FU_3XM4OK;P6Y$)81(J>PQV.&244*)J5N. M 1%]"4V]"R'RK:LA)E6'5 >%QZ2)0M\7RQ7+A#^)=,VH[#NWN MWN[^5N_YUMYS65=R8O&\UPM."K2+B\\"T/M"7_8K&Q M/YX(Q)%0>).T ##]SUS94S%E06NHMD/%HUQ;./>A#ALRDE5L-]P2A2WABM1U4HC//S M)0T($/Y$-R;>4_5'9"]3\MK=O&:*+L1:F*S$ #.1U.2!7CEB5!IF#M)%&$3, M/_]CW/') !ZIPZ;H*+D7%_,=;7.Z]/M-Y6 *Z[+:(WJ\]?)^LV0=.\*/F8<^ M%IS#7^#D%.7"/].E8++=8\"+H'<[K055._\%FV@5DM7.KZWK#*(F\72$3TTI MLN1]]BD)VWULU4LD71_D/ ^3Z+=2%ETUC9'45"RD=/C%U$W"WN[64%R!"\T^ M+=_0E]M_VY&-?#D_^; D]ET:>J53*UW6S]VRO&?4,II4"Y211. BF M0GSD1WOX.9%9^/#1P2X(F7IC,>E.TN&#+5V7$Y]T7MM:SDG5S#%3FRA S7H8 M._:A2X\0!-"(TO]2,WXPQ=-F*F&\Q<0&^83A)(9C$'S7JIJ.*1^N26)J*>#? MPZKYC]).&_0?;B)1.$BQHQ.6>G:-'9&3M']3.-?P&@]LDXXP3UO/7*@PPC\/ MJP3:F?M8;$5'*B^G0<6"<[8$V XN2;$.+EZC6D;KAB6W4D[2)/E.=%F.H7*< M$>@=+CIPL72/81#\SG#2-3B=,>$9GFV<,:*Q$]FB';VJI[PD*=0KE\60URJ>'B[ M]499L0)32)CEN[9E:]+!LZRNMJR3%;1D=;K<,"9IR!BC*O*P8S-"X_#'X#5P M%QI:DK)/@)T^PW>"A)R_@$'P HYA &RZ*-?&EY6+TAN1!'UV+24;<,L'F8!? MODYS*,)K?<>]AW!+[T1GZ$JK+T3N?"%'&ZQ!/W N.=O"#WUL%!:BN/H4=H"' M-2BJH?)R6'VOWX>AP\TMF*EN*%VC1 R5->?NX9^%$5<7H"=I<$9,63U,C,1E M(,XS=-;4WLBLG)BI=0?BL5OWN5=]W5)'V@S.':.3&[= \"P3?7EJ'CR>7@,? MKWS_.6X'6(V2_,IJ)MF-FL@7B]\"EW?*"3L"O MG*D:4,3BC,HH%2@8]G3K2+B:N>SB7'TQ91&(P()Z/+=F6H+CS6$9>WE2?(F< M(7:>D*9ZB\'\)1I@&^]UJ?[HZR+H#C[5!8^!\Y!2G-!CSM_#*[E'.2:G]@(] M>C!$[]P1LMS9W-LUHS!0>TD64&LV]FDX?PQM@([%R4F!80F MX<+PG\B G*#2/?,O<'>BQ:HM,QG!F>212U=HR(<),[^9",K]1#>U-.F#GM>OZV-*_36UIBW_]RY-WP.F,"$6KC&_QS*@*# M6RL.*N:N:3)7?;;'#O #Y$B@UQWJ8$PL!P[C/!'OG%+L138 E7,G44&Q'+8- MU\2?Y)N,L%&;F<.)'I6R)G 3K%[IX6,H/8AK#\#*&/%IL1329%C)&7#?Y63. MVJ!5(P.'O$X-Q.(FH@1@*)"]8#XN$V$-V21, U?[TA@J73G?O:PSTP#:T'FF M& -R-^A_3,'/AUP/59&A3@O.=@*Y_YQZ^WCV3TR1\YJ;!&[+"J6494R>J<0^ M&]V,=B*.T;U5MVHR2IR2VSHDRZ\X\Q;R>QVN]<=?M&\\.90\=DOY ;S5D72( MTWJN)R)E+!CYI2SR8$&\E H>]RX, :-)@N!%"FL" @8W85IQ4GY:O M-5N._I\=#K:8M3H*EBV3P91!3.:-&^D[> 9<%FVWL(_RU8T63"^&T;(H&SD@ M4&U3[5?3"D&"%QZYS\$X6=^TK:_>W0J/D,."^+B62=V(5 LS2!C\M:!ZK-") MGK,0CV*IAV%)G%ECK%%>ND'H.K.+ =S9U7*%0@XA*YR:>A*MRLLZ1:0FKF*O M%[)T<2EO."!6P@,8+@_;/HDPB>R/ZN9+PLRG\+VWSRE4Q0 Z+6K(=C,"=@!- M7,T +6EW-DBE\!K*Q(4'D/;TXW6)ON(S@G6>[8G8D&8_X88Z5TBBXAZ&Z'.A MPU.Y'>CPZGO9'RD[C557R'\8:]A&<4D$E[1/G.Q).;;SEJ?4"&@/5'T!WC&O MT_0+CQIG0W-1DX#YNEYQO3:;%>PKIGR'T+XI/(O;.)(!<*01!@'R.TS)X'O@ MM[!<6/>G=4U6_", QHZ4?*3+C:84VW?9^N=JZRFP<.-J+\]E[I4>IKN(.1VZQJW@EO68?9 X@L^>KGR6@T\FOCX\F3Y>M_?/=H^W%7O MYE>\QPG=([;M0[TTA_9-PV.MF]ST6-;&X=S;I[1;PQ_O#LH9"=YR9WR$SB7UP.W#=ICQ8ZQ %T% )(M,9TMCJM./-GFRT/B#3@[8CGO-#3<$C\+ M5QFX!<0S:K,P9N06L.Q&Q1[(X 34^P;KT76G],B$\;).LU*$'_Z\BC!U!_)? MMLS[7ZA%A"I@A808$=%S/D*D%K'MQ5 5$E*W_K/>> 0,8HP,*WOH1GYTL$[I MWO7QZX $.-2]$:5@VV4#!PT8THO2\'OA]Y2S,)^$4W)/M-_+&V5VJZZ;3B.H M<<9--3V.F8O7$=!A4HJ'6HN'["2ZB-]3=#DRP<:I&>?9[ 2].SZ.:4BD2WU)= M-M_]BAN4IR*U;@3;H)Z)]>7W8!+!O$;B6%A3ED1\ ],]UT M#S$K%* (T(P!=WB!FV)E(]A#!1%;(CQO/YR?76NS=@:/>=J Q9^]+JN[.ED\ M>??RV5-@T+??X??>(5/D5:JB0<0IJIP]L8U/!H'3%/F*T/GD?D1)FN;3&UJ8DPT'S\T* M ISCK%+,W_$P*KJN"H[N JA\!ME57:8Y!W90TFSN/4[!&*=%U+=N8QJA5@AE MW8--R+N*/[5O\9_I2/X(W)T>=MJJ=6QC_- @\E6JP;.;D;!F/PZ-L.I-RND2B, *=!"6^Y ,L#Y'*7[E. M?W[)>BS:/==,SAY)'>4,<+XL)QS]&)2X8IN$I2O_ && "2RW-O4*/!>]$S_= MYVD@>F7=UCBIO*V#.@\2=#H,.*T'J::@D8E8\!%AT54CO#L)>$EK+,?K"TW+ MTC!,>@&%J.V._KMY.JCL^CT]$M'/)QYD8LG@[K'W$MB]-YDR!5A:\'5RAUK% M.FK/(.4-(Z-\OMH\,TK/63;#HSIWWZ%_/L>!;;Y; M!;D,O08W:FBA+IG_ M3#!BN\MK0*4* FGU';.\6/:T-ZW_^SCZ(8Y^5'F[(L%^"A@PR*3R\EZ[78?1 MV% .W4D9F^#+@1Z-ZG8GT$S-D3G+2UI=CE+*]:B/=[% UDY"K82H73S3>. M@OY:M>!GHU%$W3%P UA@3<2P'N%SY7E5WNG8<8X2_)D=F M8#WMH&FJ22XHYZ'V_PU,1X4BVHZ!J:F-9< 'W7)[ M-(#M\>98/DP-=1IEA#H%LQP&,FL[6E.ER M]OC 5@P\!K-W7J3WWJHFK-&!S;>53>\ EE"YI+2;.O*P$^;F&G;.2VEP0)&2 M1B:V8OG&+3P$P[^Q]T)_9$$P["W&M.ZMGCI-P*7B00)3/K+_$:J-1^6WIVY8 M1DK>5QPZ]\0W]@R(.]W"V5<3:.3:DLF@Y+]/]O;6 [_>M]G!FH4CO&;CRM= M.+V5*[P>V!^,"B7;JZTKX.>,>U9F&!-%1=:-A-W[XBH6[7B#G*-FA]"?&:%X MIL%.,O>$.^W(67*_=#T<,88,'';HI9:J6X%LLM35W#UIXQ%T9;86Q6@>7V>^ M']A3G4CXL,V"IN9BD26VN,V^SI(E98^Q$C]9-%EZN'\)D5*R];ZJP$=*[JX+ M-JJ![KVEVA4,W8Q7(#.W[[M7VS M9Q9JE\&Z1EJ0< LV!FASD]X_PQ$25_"M"8UUI\>ERUHP;5:>*#0VBXM#V^@V M*7+0'>-<-3Q+5<,DKGDK%32\:?/%LI"*;VU$"L"ZCCCJU358R5V6%5J-B?7- M47/3MG2'VO=A3D.'Z1:"N0Z?F[#; ;6P9LX(S>F=JCO1Z06INB8<[-)+;7W? M)@>X+^\Z9*RF6[_Q@#B4,]!!Z9-Z;2^Y-6WCU*V@[IQKKH75,SE8O]V:9E]6 M2P+;%X\E@H_Y&*QG4/%Y"'7(-:P?$9!I\$7+.+L&H=@/K; ^_Q&Z/ M-S]\83:OJ!0R?75Q(:UB!]&MNG$%>57EBL:O8NC M%[RXJ5=4R&J(,\94F,YWP0G8D*G.#>KZO4!3?>UQ2>?P)MRPQ>FHHX2:$ MZ<;4&! ^?)&$&V$&0,/?5FP-C)/R2U3DW)EE IH_![$[71(NC_+&!B8PJ0HT M)>ND.(H&RF142\/0UB0SL"HT?6UMHX(/Y'G?5E_8+951$Z:_*5N5@19PKO;: M?ZMC&A$('+L-X'AV?O94AB;\"HSW1D$=KSY?_CKZ=7"*F58>R/8F&IW!I]@Z M^0W\^?WE^2^/VQ;H6N7:&Y>83JT_\2SV'#"65 AC8:$K;/"!/+X-#!?T.=XV M&,+CDAR#REA3TA33JJ\P#7:\P5B)5]MHMTUW.HZ=5=C@%*2>/!$S(A8.B"(K M77?,0!^-(K=&9]VXT;7?OM#FOD_)FYV+:& M1BR9P7BQY:>B"4L-\,"22VDPP);F=6ZI5:QKK:0:U2K%:),OC)FJC ^BZ[^, M7=6-4?@3+4WQ!WNHFP])=>EUIY!'$ST)P*Z"X-978N?B^FCR >W;PE=/9#P& MNU--=$.4W.92K,DM=E6O5KO4@DJ/]4FF4T3(@L6 [AC-A3&];@.7@AT.-^_( M/8CP.SSF3$@B/E=*_F$_+>*RNC*)+0_"MCH Q3Y* .;M+UA>X5I7>9?HE399S MC(50'%V0M8+3)KCWIHCY=]C7G[N9 3>DEC&[>/YB/&#+/431-EW69=[,[&DG;:9+F2A&RGM/ZAI9E=M':#QM M3!/#D; DQD7&F694B=A':"S%X)_P,&=C1&$=T1(N&%PB')ISP$TIP*IX.WHW M\H*A VL%;[\;O4.;@'M5'*Z=^V-7S>HFO.JTL]"<+F9)$^"IU@\5JLP\:%W# MS?G-+KS0P -KA1ET0.62!76J=,/!Z24E4?&M1C +BMT^?Y:2.@5'A5O4<<#$ M_@)THLUH0NW8.IS*$/0WF5EAB=+?M$6ERV![#N<(=%68$T@#NP)KO)F92E!B MUJQ4K=]U['4#2UAWW,*O*N,"CMRK39"QKY8;T$'Y[V)^F **0-F$0E*HVYI] M!4= U:ZHUC.K $$]9W]M"CRP4ZL(0T8?[K)3@_/5\ZR5 I12&BNZMNTH'J>A M=]>&L?:$F#V6=PT#P+M#O^B_<(-&6AG&-S] _S$X24@ PXU&#)MB@*:#&6X, M:)CB*WH,4:P%PAH&--K'0A3;(0;5UZ.F"9BM6\;H"YD0A$ U058V28!$ 0!7 MWHH]A64,&.344P_FR==\OIRKHY$ET%L2Q&J;03Z5Q4_W@61WZ1N#)C.@[*ZP M9>9=LSUN?",,Q+$%ZQ@$5M"HQE)Z&F)3+6N13TZ#^[!K9\WA)J=+=\G'I"=I M#9E)'YN)]+81<^C&1D!TFJ&*?,&9;$$FUK)W;<\R;CAJ-\_RW"0Y7'HF>HY! M3)^3JS.(LEQ5[>C&AX;TW>14:\Q%K(V::*0;QM2MTJD,C6EVI+F*2N+ILD!N MV1&OG^%!>#0]ZY8'?=-!8'ZQ:$-$6+-I9G_U?;.WQRC/!-_9=1P6J]JJB4L6F8/+:?EDFQK6M9 MCVMNQI%+$2RGYCB'KQ"C?R5 _CSVH!NMW91@B,/I!1T]L.*\3N"5.(_3JG>$ MA*UOQ45=KTK7&OH/K",*^@=!W6]-MT%,FDYHRK!1K\=$9_8H.C_WC,L$IO(I MWU@W/B*MR ESO=3P9%QO9E:X482=6R#>H.)!B=%>@F M4@ 5$""3F8A,>YINQ29Z8,;NCBGQ34E98PC-*^0%S!@OBDS;VXL*G-.F,=U^ MEFR&.UD-I]N+=UD:6$\S%=%(/05!@E+1IG*G$ '2NCF0L*I 81L>42E=A_C! MJK'5#L\,#&D+9-$I_3M&=.S+FW'C8H8Z6 #^2V$DJ2/YGBUA(8DPB@MUZ5KY]:;2R4B M\0J[VE44A2# -HC" EMDDL 0_\>%FEPP):FS+F+%82F/D/[\D=*?)Y\O>?K$ M^8=H\,OEHV^X26.X$?Y^42&Q36JGI3,MNVH!)_C3"\ MVHZO= UYP!E\7(TSD1P#Q_7%PYWEBYAGL$=H;X*=):^W'J>0-(LB,>.H.\ZK MHW^U\[I1X6K GJ:PY2DT5514['V%?%RKLR+=9)"Q.=IU[I O>SAQ!S2LXB#J MFE@_-=DB-]&] ;P;J!,[=&H8=DC[=.)_GKLYL<&97IC2>,!ZH[')<6-#VW4%ROM,3?\D4(=?AY>#]Z-3#7<8^;G(:O/\3L-" MA"11Q0D"+LT+AMQ0 -1&EU(]=V(F9-S-DK:I,'WR&KQ]2Y_2@P@:0$^BL[&1 MJG(HJB!T+JUQ-B[YP K/*W5KILS!54W(2ZWM9C57JHLR7'40@XE(/W5=9.2$E>+=G5K2)$4*0:2KS-9?'8;CH)P7Y!X-J)! >' %@YJ&H,4( M4],!!>_F#;^)#L9RA/ZV76[RVY]04>N\XSD[#B?F^]"D:BM_[J84Z%"XQHFS M2V.='U04.H&-Z4,!(6K,'K"MDAB_9JM/=PPPM\.K'DHGN2M)T0 ,T[:98 MZ5F,72B+CCT\9#6/<*;CP^@W^YYKI]X/\@7R9B9[#=N0Q#7CDE=Z]L%"X WS^.#\A_ZQ_BVTP*>Y[5Y&\A5U:@3+1E;/HAX%**@@$/:HH$ M!DVL$/EXV>2E#(*@=D9-D^FTH)ZW>1C[;A#KH<0='CRK2)9.&#K*"O)!R 1. M5VWR.]=UY/I&$4\X;">W:ZJ R$^,+9,.R%%K*RY8TN'ETG7,;%$M&YKR0IR M)<=Y3:DXG+Q'&5M*'&B.2;$W4\-U8!(IH&4+!#]#79=1I\K;[*]DP,/36]WT MH&2"B.:<]Q.K4"[F@7** ]I.<9NQK7"]9!X9XXHRH1*H]0UX-844%*_JF2-N MAOYX#<+"P##M(G'UGAP[D0KXG4^&F]FD GI=%,GD$888>Y6L% QW4$]('E7H MP##8.>BS%GTQP10Z!73= #FH!*P&(\P_58#$RI;)RR0%RM!'H/QK#,=,=.EI MFJ,8E30S];1G.2;#0M3)Z2;"L@1\=J??.I8JH#.%ST;-?!0-U#1@[%73!N"L MUN-=^/GN&6&5]>Q"E[ ;"[F$G.%047*VC/+RCV7)6I@&I4S5#=&3<.ULA1H$ MI)Q+/$5VER4LTLQX0JYJ($]ECP3X\JDBED!B+_%^JUG?)\&KC%9/1U$RMGU7 M@9'RF]85 %B@_R.??9W*E@ZKN$'5>W<>[]0F!H^$8<$>V>P4>XMMXFN^0J@A M53/GE( ["_P!]A*@[ ,_AJ8(865WAN]@$:C_$CMU+\[A@[O74LX#P:.-"3:3 M-=XF M.+3+79/XK_32QD0^K#%NU.E&9H^'5K3;T>]="K]X!J]X_^[3^8F>\DU!B=\& MHU^'EZH*C3ONBEB=5ZD;8%85#4H&=TMO; ^!"UL%14(@=C4L>2.PDI;!AZQM MT>EV]*L?Y4/IH0QT\5$U\[@V[L;'EOHY'-K$G[.MHI\I'@!5(=+?]W^6SRF^ M='9^/3H>7IFL&>/&FEC78Z+I#+](;=L8TR3+4HYU37I8$],Z-%+;ZUI)\U#I M9:'J#PZL:>%F*/<8$7.EFL]%W0,DJ6%YC2L6R2C $^XW3EBX.K3\3K<6MC#1 MP:_L8O5YDA?\?M-XF H(;L![H*7A-V0T(H@SU%X+5%P8D53#'[&%9!H=O*S! M(-:&98JU8KI#@EM\JB=K\^M?/T;EW&CJ6Z5B,"9IBL8I6>&3I#5=O'D./'IL M"U+:G:LM]0%H>K&FDR>%DGRJ#-3B&Q<>\6@S5)RWH@)^O2E:\_S%MW@W%HW? M<#NL2^0GY//+C!&J<+TF/+X$^1:3B)M(\4T\MU?/GD6_19_ -<;*WN(6>/EJ MB>-37KQXMN]W_T9]^Z.+I/X21Q^*J@;'+GKYXL>??M[WFP?HQR&17T>?X.W] MWB>XBUFQX;7?YO!_HU8C()\6."S7&D:)UJFE,%B@D4FX=X:\Q'$D5W-GI MQ;XI__VS'Z+CI"Y!JL+-HP"&XKB7SYYMVNTW>?U%#=8ON%5E3)_^%X:+5]&S MG[Y_M7=N!YX#=ANFU%KTXBAZ#_Y' 2\?C49[W_:'Y"M83$>OHX,?GOU\N'W. MS<_?/W_Z[*<7KU3Y]]Z9D"%RQMZR] =:ZT9Y2Q5P\S'%V0^ M#BXN3L$3>'\ZC$X'OY$S<'Q^=H79RNOSZ+\^7XZN3D;'IN[_.MQM4L5:"S$H M.=S@A#NTU7B#N#YN_\.!%IW*M?$6:0#ASWEPKA\6O%N;<"F]:J\2!U"-ZWOA MZJZ[H1DRX69IN\.*ULROW34*L-XYTOE4W1=C)9DO!/#))"AZ M\+FD0E8Z93ISZ:.L((SZRS98;EFV]U=(MQPRN)'@.@CQ)[??%5HA: MQICA%"L>(,W]&660"C9<4#U]-[Y;,428%W0O=>MK6!PXE_F67/E;E;#1',\. MJ+^QKK%@L[73@[-CM>V;%9DF5SGN@L M@>*))!5TN>9"JK%"O>>VGI+JDV^E95V(_7.[RIE?J?($C0IY;:@6(FB-)#(P MX$UT)9##1.";CY',?L'3A$OJ>"2%5)7?[ MP&:0=-^S&@^N$903M1< MQ.I$DG 92@%2?L8"59ZC',0OJ Z6:I'D:INA11SL4-!VBGAX@$.*'M =*8%A M&EGS@ML@IY'=!9F%&D8S@O"M1SA='MOR:71U/#P]'9P-SS_+H7[6H[;@)\\,[9%MN8+6H$>?.<=L9-XY4@1-_L'^X^<_L -TX-8XRZGKDNAFEQ8^#3GRK9^;UL9VOX/FHN-.,>% MDN_X=##Z=(7^[?7EYZMK.'*.)@HE+N[_.,7[-;Z3#(U'E$H$_+=T?2"90)Q\U95-W;>%C M"K5#]_!:H$49)\-S%RLX;RJ0"K3@]=U0W:Z.FL9A=;I.0MR M^2!4"SJC?D3:O,=>3PU2K<%\C)SF->UW(/M%KYC>TBT:=?J'!6M/.0FZG,_) M/T^B]RHC!G\?/]:4EQ=<8/1I, )'X@S[5?*X0&E>J9P*7R?[#2VB<#\+1HU$ M7M^N?D_*#*S*0H$]BRXS55K.N6D*>PUZZ5M;.AS%CN.C.\)44ZMH5@)9BV5+ M&[&K:7$%4KZL,G0$VYL-'*2F601\M8<87QENZ)TIR#Z6;D M[KS"[G+);5531%*]WF4F=>Z&V:R&.7^AD,.C,R#=]=GPZBKZ[>/PF?0V?F3=ZSM\#%TQ$)D MNA'$ F^O*6V"D8ZKB\'QZ.R7OS]Y]H3^?8%>A?Q;&.D5\M'[\\N3X25]+*OB M3YX"\YT.+JZ&K]5_;"2T?RK(7GQ!KB_?R7^3R\@B]?7APALYG%N@NUWFB]\.,0VUW# M]G]PMV]];M;QXLG:I^^/#._>KU[;*_/.3S-J]QOTZYT%SW/\:$SH4//1UX@ M^=%_/*/_N:= ^*[YC@ 8$>,OZ#(]/OW^!/'.0 N^=K?POVGYU^B3OL9JOQR- M+"4]J<,_I4V5&N;G_&LCMN4"DGK-V?O"U)_ M"8M_*V%QB2'=%*S%19&M_O>)BST"-E@2=>ASOP.[UQM9>/1[2DBXQX%6.EE M[]A:WR.L;H.!2W!5"REDF8[_O<&9@)M_?O([?/CQ^M/IN_\'4$L#!!0 ( M !*#?U93.(6^+T@ "(^ 0 2 9#0U,S T,F1E>#$P,3(N:'1M[7WK;]M8 MLN=W ?H?B%S,A0TP[KSZE60"*+;2T<"Q#=OIGM[%?J!$RF*'(C4D94?WK]]Z MG2>/'G9'GME%7^S>VY$E\IPZ=>KYJZJW'Z\_G;Y[^W$X.'G7[[V]'EV?#M\- M__GT^;.CYR_>?L?_AC]\)]^(WKX_/_D]>O_+\?GI^>7?G_SV<70]?/(NZO?@ M2\=9V6;UN[+ULT7[)I)_CZNVK>;\T;0JVZ=-_C_9Z^?FW]-DGA>KU]?Y M/&NBL^PNNJSF";QI<#KZY>SO3^K\9@:O>OO^W?#K+!_G;43[BMY^]_[=V^\N M<&.A)3Q_\0W7,"&BT")&9R?#3V>CZ]^CP2^7P^&GX=FU7DJ8&-]D)>^N/XZN M(OWR?L^\_:"=Y4WTW__U_-6/;P8W=9;-8;7XSY_>'$;PEWF29E'21-4T^I34 MD]E_E^-F\>;ELSAZ\>S%RS@:KZ*D3*-QUMYE61F-8*LW==)F:729Y 7][3)K MJF4]@14-)O]:YDW>YE49'5?UXBB.DN@D*Y*[I,ZB"7Q2P6_QK["L3%8%9'L[ M>G=@=$DQ6&-,+_I$T\)/+++O-FG[OP/[9J$RS>9FW6>;]\BA: M3_,7K_9S^F\_O[L<'H^N!Z=7\/;/[QZ#"?&]OWT<7@X'5_BZ.)K!C2A60.SY M(FMA;=$BJX%\331+;C,X1_A#%LTK.(\Z*Y:3-H&OM%749#7\>;$<%_FD6#V= M945J'UB#/)+F=39IJ[J)@5VF^00>'%5UE)=1!<=91Y-DD4S@]&&!R[+(&C@L M^!P8"%ZVJ*O;/ 6VN2_PMG$V2XHI?KE93F8.8=Y$CW[$>'?>5TF= MXH).U*'(5B*Y2=TK1C_QK@EP!9PK,$H]STLXG7:6M#&=:)W"B2(QVK8&8A!1 MZJP%,D9P(@6<1);V>W L0*84/FABY^UW>5'@;[/Y@OAK#C^D'^/9X?^^J? ( MQDF3PR\3.,BVB9JJR*+LZR(KFRR.BCP9YT7>KBR6@"<)RVB^IH.#1]EOQ\72 M Y?C)D]S.'"@Z+2NYA$P+2U#/1S^9? M+?@YWZ#Q$A@3+DY$0F4!?)IY=!UG18YR4$[J)K\%J3Q9UC5>=5C,EZR%A\.I MF$>W\+<4'N-M99[@TZ+D%N1X,BZ(MCE>**%"NX1K6Y4@2^!T4*ID=;\'&YSG M2[E<=)5)E&1?)P4L'=X(Q*1;%C4)R)D66#D.R@VS9W6.\&+K#CH$JL*4(<$R MSO"D\G("I,=;#>N%4_\#7HCL7 D[ 9F8%K"@IT"?9CG'GR$#W+! 6D(_X%\ M5,5R<+0^E&'P,:Q]CNQ<,^6!J G3."G@C7?5$N2E2%@XD#&)LE;(9V2//L;P MCI!GLV)Z%%W#5P>@J5%@BHIM2>D> _NR$,R0.T?E9J4Z2VIXMG_GB1 H0U:@ MF1OZ6;_G2 KZ@_\S3[[4()GA8#N26;[FG'2Z1D@=14:!$T."'*F0*X$F>5OP M"?HO6"SK9BEJ*UDL0&$1^Y*&:9A?^"7:\O@E*[,Z*<@F4<0Z3>X\6^+DE^/3 MCA6!)R%DC!7!%/WP!\A?-9PBG+.H..&/69H]=39&?5ZB+"WPX.D%^ '*F49=9&(CH!C(V4K;:[Y0G&?S,1Q*ORH\:/8?T5$IO_EJ2W*&O0YA0%DL_'<'S\ M"1GO_RX%NBQ%%9".MVZ_+R?I%+I<2)==Q$[&_)#F2,9E 1H+R"N*$Q]J="?^ MBYXOY'V#GM=^?8/UUD- ]PO?JEU9.T(6W65'Z%3 0^LQ.OVPQNX%FTU^8(,I7A1KTDQ<3,C49LP,R9-@UK*>;_Z"7Q. M1LC8WI Z\Y76[98%ZJB^?P-;HO9%5D1W!T5:#(M;INKNE!FX6 V:&R X')HH M4; D701DJ<"*OR&KF?2)S;ZKM1=6<[I?J(Q$QDWP,VA1O)RV5F'!)[FU/P7MF(6Y;I$OU)O,*E M_S04HG#FC;8448>*"K:LOG^+V('CU4XXGG4"Q 3J\+_%\P N!!,4&9B=(%&8 MK(/H&Y8:8D4,=O-2[+VT6N"&C8[$BT F#7R[@3-4!.KW4EQ'2FL8-Z!NEZ1: MX.O 7S%\B\S_- ?A .8P.6-@UMPPHZQ$>+,1HE4X_1Q.)ZO?;/"_]T-=SY(0 M-D"64'*=."H!Y8<."&L\W)8R3DA=Y4U5BU.;E(Y;NR)5B#YCP'O5REIS*W@# M\-S&H8Y: YJZY$?*DQTS*&\ZBXX#-T,N:YM\R_$OKR.T(TJ MEG?:7>";9"V%KY'6?%GZAE[[""=[=OY;'%WC\7XXOQR*>"QQJ>#/B7FAK@;Y M).0.R!%,*G"*@/D;(EN"RJW?4V867@/V#Y3LZAJ.1=;27=-7-27C>VV8S(^2 M^587_MN0->[\W2)Y6D7:XN-=\#W'I> "IE515'?-:R6]OCL9_0H6JP1F^[V( M_M_;!:C259&YAY/-.V>#'RV2F^SI&-3.EZ=CO/O9ZZ2X2U8-1G#??KR,KD;_ M"T[YY1/U2 H,O_ZOG^E_GD2_C4ZN/_[]R?-GS_ZF@V+'P[/KX>5_;-38C=G! M2C]=18.SD^CX_.QD=#TZ/WO$^-WS(UA%=#6\_'5T/+R*KL^1[6$EGRX&9[_C M"FSNV*8NDR8RLBWN2K8X^@)J$OV(:I5E6LZM(D_2\3WH]X1)8WJP5N,QB1:0 M# 5ZR4GC2:]T"59(5K#F1;6Q6%1H^=$_V&CD_U["\@M'0*+'6]O/4X8A2%+@ M$;GV@5^2W32'&Y.RRX9LS!$F$.(HM\%_!BE7WG2T,.M$34K2OD71[\$3Q/C/ MIE.4%LD498+U3C2?)V+]VP=@D5V?Q(/H']GDUP%4^,45*QT60L]_Q"W;>T(3 M[RZ[Q?<:C9_/%U7#JEO,0Z)E:>^HJET%07$8(4SW3*QHC1NA6E5BF8 9F%?B M4-YA?$-B!F06HBV(81"U>2UM&^;M.5B0\D^1\V !Y1@/RZ<1Q0XVW,T?OL75 M?$%7\V3X873&4@&OXU$T:*)EPP?A\M+K#9KQFRSH(#F,+K,IZ >P##&Z7CGA M'I#C9>M&,(0!YEE2JA/!7,K=K,(K W2^"W,L_LFPJ1OXP2MM(JL^LY+)8440 MHF0)5E,-.Z13]]@+_3C/G8G979D4X/K8OH8.].9EO^>83VMOG=H!"*P\74YX MM6IY]*T<["7TU96I9P)$,?$;>$;-+%]@,'I.45P3E)ZHY?Z!TBT"98UN(ZR^ M7H*GH5]C1??$E<5+@+X2^E)J[W#-X %YQA9_'+'Q76<86\K8C,=@NW&?[W$B MFU)AWX8MQX>3#T^.'7R2PI;[)H (QZ0/&2*:FO<09FV"%R'KQ.-(38TV@LDA%7 M3?U/ MAD*)*51E6=DKLFCX.H,^RD,1CL>+@4@*?@K*P(X+)#3 ZBH9^KUQB !W? MXVQ]EM1\ -^""' J!R^$ *3H$HNM[]@4K]'6)>N1HW5&MY*]AHLRF>&0X"(_ MV'\VQ5;16D1'6T)"";@!OD@1"8D:,CK(\UP6J^0"O8L>N2D,](TN/M]\L\1N M9IRO_,BDJM'^B<6=]R1V;&V=C6%)D:AH6PGO5F>%SVFL8Y0SD!740,EY+DX+ M*GK_>YN"W\XQ(],R"U%>(2K ZP#I?(>&-P@VLP]]XG0Y81L@Z7/E$)+5=X=Q M<2L=UU%9Y 1X^YINV,L=^2;9;5XM,0G65&;9!Q/0 _BUVPR%51?RTV75CNPD M!XO>R"*-H$#LEV@&501)@)O^ %/3.%"2[E+_I(/9&/C]5CPI3"GF9!9=UTG9 M"!B%V1$-)K8;4)@IM0I;R.H;%/E@W.:8/R&NP*P@,3AR+5HZUJV-Y2L+T%/@ MDL)7X!CK&S"+_D?[RPU8KT4"!ZN3SBSJQ=+-R]NJ"((HJC+32D+]-D.!XMIM MZJG'YJF=DT0[*2&K'=?(@CXVI@)+H]"37AMU@)8+;@<#U@EP#PE3^G"J,J[Z MCI/KCB(X1U=)\WY(P7XCR0T^-AA4:$=0-CAG(W[MOD 4JV6@9K\KU^MYHC]9 M*]\__]M.VAH%0+^W1CU[AL)#M\O:DZP+5)SK-WK [AR%7U00G1PJE29VL(%@ MJJ->:D@3XQMTKJXUMPCIU72<(&(/] [7\(DNP7'G9 W:Q%=@-)O_KVPP M45>E'G)8WWZSQL& 0(3M:2 =(\XJ;;7.6;OO6U>L%W5J6@DP];;\(UM57T(R_HV)]EI M[Q\HDRUTAD&RHI1>(5*8H\^^Y@TE[-2Q$S$"E&)O^>"EDH1MO[=.ZZW'!C[D MB%AL!NU*"6@@J$J](?L*E+6S,V0(PJDF)CI9Z7-))O97N^N.)>Q)JR3!/YGU M>V'R_)40>9"IH8J'X(:DI2?+XH,KA"A7F< MGTL@.5U:N;6*L+>BEJP@L J--4F1<9JV653BJ'B!1/SA%LL@*/GCR!)ZTP19 MSC."U/<5PA+X,LMO,0E"7GO63.KJ#E,>672 PC$73661JM_3= 19A\Z5BH*S M29QF$\H^NMX# UTGF4),LZ]F$S8FRL0^:0ABF[FJDL*#FL;D0:.\LVS2PS?X MK;T;QLQL''P94F1(,6N5">%1282RFSJVT@F$>,. !RA9 M=HL1L0;[HNS$J,WFT0\'&4$8KR8S<.^!I9Z_&N"_+[.;94$$[??PHP-Q-8#@ MB+?!E!5\^Y _=QY+WV+#.LKQ%57I?-:H-\$O@9GGAP^+,8+)-,LX8ET3^]B< MGRM7SZ2TB5.8%,C,0B.\4X\0C4P//1=/.4"(?EYZ[AUB)"9U/I:P5T-?X>/> M-4\AX78,\8O:5F%[Q.N6R8W^#XI&LC]HI0-B)QE'"910/F-J,>70!/0#<14V M7NVTA5F_2F!T\@#=:/U>#RES#TG#9(^K9;TA?\2+A*_@BC'> O37-@>AVTEW MR],>81]3;Q]8U<$9$C@/94-LR(>9.(YWY,)V>-D(YY[(?Q-OK925=L'R&4^T MRPB8K=&P67@\\X4/(LTQ]$A(<1#^)L.Z_XS-C4LZP]/;CM^$!JRTM94UZ_=4 M9 :ODH-.UTZ@> OF:V(\Z \.HV0,DG!-/57IL2X/!0 M+ &!LQ3W.DN=>I!#!N#1D6[,[SEYP%"R#S:MI0C[]&VT*)(RF 34O."B%^XC M(M;F.[?(0GSP+A+P$:[NS.,_2P5NYL KX[@Y>A.]PI]?OF*D"E=./,(VP$[BG_F%0-6J333)!L!GW+VJ==+>B(Q!*Z TNHJ1CET0VO M@'-HQU?@E096C#CNJBZS5R^=D,(+"7KB+A?7A6FO\ M %Y/GAG^@7YPFQ5Z)^;[P$A&0*G@LR]F: @#CX"LP._#7Q*,H*99D=^BZM) 25KL M-/G*.YSG]'[SRR:;($GJW( K!7V+_H7$CAI=UX!NA4;8L)N@CI(AC*4*G:-A M#QMNR&7&TP,=D@E,:0$F7%(+"E1]B1TA^E)L$0]_T.]Q)11\P?DIEGCI8\G1 M:\C:MM"N%_@F&6$@8BVM"*E#8)M)OF"2YQ2DVZCP+"ZT>8WJ4,'-T(D#"A: M6BP]G4=_9,DXHVTVLTPI8;,L_3B-)O$X!> 4TKRGH68(D@L>OX]7_X]E>J-17D@N4YSK&T![%=U_V%"JR$-2 MT;HV2W&,FW^=($^V(#@PGM @*,P%U/G%4_2KD*GP!KYE+<;"%>QD$6Q@U:ZXAJ;G 4TK75F"M8:"D M85ZL5?6EA_5YA+OYQ36KD!0+-.F 3< !!1$5QC2)5X? TFE>SSGNQ08ONQCZ M+QQ2RV_8%2M;-F 8?@<;5I6^V$O \F#PYW"," N VUA*VDA -I@N:+AL1IAB M@='Y*69W5UE2-[IV7!M8J8/Q>PT>DH5ZL;2:[2EPB(D7B/\G(ZL$ZYQY-1QY M(#?UP IN^O=)[5!JJ%# 6&]1L2D75(PW%/$!]-1YNU^-%>]D8N02A.-N#V0]=$HT53'2473FHL %I288<8[#(GI1V,YB M.#0OB.,<3G-4H0.KC:W GE7X1B].!*KAV+A8?;.23\]?X7^*A'?ZS,"J(2!IQ\OE MA3H+Y!QP%I9>;[S;OB6%[BFE-S:VS)A.;&4Z<99NBHGD_96!1&]]F17GM64^ MQ8W6)Z-WR(P]&!6 J ="]OA4H41P?FL( QJ)(S_&X#>F%"[+2WGSG5YG4ZTA MS(.HV:7E&E(^E)+]WI\@Y?[CK/-U-U[KN*U>1CL#X=AFQ(8+C@Z0*E;)5M7D M"$WM'-1T4H_S5M4P,*Y$@D"P"FJ4A.E"C"68PF'X'@J)O)D[807&AF'^"&N0 M4JH$ID??HL#@$(.*MK*;247HL;5FJ>61E2[TMDU62_5*4?C>G!JGA&M*, : M;F]J6P5"YF?P!^2"L]HA!@6&.%,R[:VR![-(H4_(%* MG7(,CC!MG6#N78(E2A0+XYSTG'9$S@(Y2"E[8FSS.$&7L48X*B ]]3F8(=@C M&"ZV4QBUJ=WQJL>QO*O02))3#&#CHKA$^3SS DUZX_RF]I#I)T_MR=!9=?QQ=GCR]&%S"/R\NSX^'PY/1V2]20'E] MWYXA;L6\4I'AAB:2.Y&>)J[<1-\'#CVE@@EB% ["NO7_0&"GP/:E%SS2 A[) MWMBZCF-"V%(SMI/%%(>P@D%D/NF@/$;]%[#2P\ M8#2HQD5:Q9:H?5%D)SH(BS_! -HTN>527"-NN\+_ ],'5RE:)9'ZBV$]+$4'S!8@GF MP]LI_P&C1+1DAS1*KE-AOQ ^*M)NNS,=PJ^M(-;F+R M:T-T$]\5J^M!VI?-1C']G"LV2[ "RDEA)4N.-( ;>)%%!DPL/1M$Z6=*_0; ;*@=G<"$6/NG($6 #/'/32LC0!<6X:("Z1 M\U#;_C_?+R.SC_XW4?VHZW[O;#, M]X.5#]#6K_Y3M'5 *4=^!Z;'5\JO]J&4M1Z2OH A+>188O]!:NBO2/8#),M# M@!/<^X-G*1XL545+VL/)@@JW\+OGZ-KX,FBHP;"@2HB=E_Q43H$Y:7.T K1 M;8@Y*>0"?67!)@=$_1]$E.MV<"COFD7.K0%Y+U:C7^,LCY>TE-L" Y>Q9OGAF+$;^@#'0L6.:41-GS4S[#W&^[VM93^, MC@?8*BCZ *IU^,^+X=G5\ K5ZB!B9_BWC^?1Z K_S^DIZ5_\^/3W?N_J\_'Q M\.KJP^=35KM^QM)*EG8UH+%7I/ ,;X##WR]^C$-\Y"I*UI'Q?76.HSX/.OHS M+[G= (*=N:@";(E8LD^(R:]SAFUH;1H'M"FK4L*^B?V^B_BGG&RA.FWAJ@+6 MB:;,?6R(/CO8QFK/?NX_J]*PB2S721I%-P$2>>C<*!:V GPW957S1L5.6 M;?ALHN#1L/AS"\.Q K]I)#"![=0HNBX'TYB3:0@6[RW@/^)$[F7+W,NC)D2\ M8\M0$-B0NY 6KJ@IPPS])T[7:S:I49![I+!CZ05)'*(J-Q=QL9?K[K>N8*LZ M4B"VOE:%LS,6P8ZB#QC)8>^OXU!$:LB!7Z^NX"*J0I:E$1QT>+GJ5/R079H3 MUAAS3RILI-ZVJ#/2M%D<0G\1IM/N364IQD M__[=@Z.,E@[;-W?^2-PY..$FKX-3GU'C",RRD^CCX/+3*7 G]80=_O/\;'C) M?$Q!DJLCZLH:8EH+W6TC<@2VJ M55(8K*D%,*%Y40[ZB 0V R9)I*G"($9_VD$D*^,N&'@KX PNCHDXDW?TI>26 M1[=Y53BMS.'R[MU?_8F$X/'YV?7EZ/UGDFL2 Q[^BA,#03__XWP$_W$Z&KP? MG8ZN)0Z\]UQ_Z_=,F_H2K\%V81S7,8:HBMHZID6"?F67I MC,IR+X_O9?H=R^QJ/2?80Z/(LB7C>D5H4TQ M-8Z\\#N1'VM=BA,6! :61>II5W$4N[*(@S ('^D*5SD$.T07A\2/IU"48T5RLDETIU7C#JF*<^LSBQ$2M5AF$ MW2E6$GCM]XC1+#["V)5N+@(R!;_/KJGG51^J("TW>S%K$4'"W6L2$F3$8!0, M1C;+5/991TG(JJAMT_M1Z^ F+L'E;E#1!KF3'*"XOT&I:R1EE].J=N\2GY , M+U.1:K0/9189."Y6LRW3CKS;>LB 8FR7:U:IA[O''GFGOG>%^S,IW.$_CT\_ M7YDN\B'_0;N[9"7Z]3?=K*K,N%'CGL(H/2[W^<+@P8Z&5.UC38WV1IM.9.HZ M@%A M=9%7=5 K'TRISS(6AT_$C5\-^A6#.&IH0FM*9?6*]6+7+R?6(\!BI\_:CBMT M KR/T!YU?"CFD3+U9=8JUD7EK#T@Q8)3 M5"/SN*.S$4"!C0+;KD7J]HWY\T]4HLD;AL4>8&!6;6RK'O_>4^L(U;7*UU)K,P M'%!)QNCE)KKE7DNYVQTHY*,%,%Q-EGU1;[8Q;8VY^V9263@-;MOY[B,PS6U[ M;,H<0.[X1ALE$)*7$V)E1,41&V+T:H!=U]]'LP9>,\O'^;J0=M<6 BX02>UW]7 O M_P&5\1B P=<%#ZIROZ40*\%':.V!,]E @@.%#G=T8?%G8( Z1&=,],]8]&U;GH)MK>/4('%0E-L[B=/K/LE=C=(SN"Z"@: MJ*?M'HZFF,P8+R"IX"P5L*]4,. @SQV?BW#NP(/)0C A@1OIF-D-^REX"A?: M^RQBY_*'*+/SV)8]AU M$Z.*4ZKFHY/=0\-I8W_JK^UB$)PAA[MMI;;UM@@EQT>FDS_:ZN+/'11:",9$ M!7759O 8W23+&])K 9-G69<&G:C["BI)H>38H:*9;2A<=W(:SY^A*K5@ZT@9 MG3.S/.9U[;"2\IZ)%^VD-ZHZ/W4,.&=Y/S_6>#!3GJ_&#[;7>6HK55.VN#Q['C']U6!76#E?$KV_'S1%J[T1];%R FP M,:E!;BU((TY38]LV2XQ?8)=(C8QJEN-%!6P:<]$_^-ED3V!MC+(ML!6VWZQ0_;@9[NO%DJQ_V0Y+6H=)H;6&0@PATL-H+75-M.A?$ MNS%$-'XTK2T2*^7'_>!579EK\9?.J%9),%L9*#<+N:YIDZUW'T'2>V5@TFQ3 MU^EI)**61 [BW!Q7)]-@FRM;ZX3<,O4K\HK,>P[ 7Q-&D?5AZM=WEMC0EB # M?H _!7=->.&!-2-B\2_":0@WM"9=Q0F0ZB9E1<4Z\IWSS?Q M?Q^RM9AN*H2&(>X#_7U;KED[QW\YKFTHE(6-U M ;U&A%P&I2YQM5PMC0Y[+19"7B9'05K8_]XQ,/"#BXIV&T=C9,F;];W M*]$=$^$I98Z1 O(;N6O^%E=XXP*5@^0J4 -4T^&E3>$Z9A6;9H$8MQ5IG%35 M@I67J665OB3\?UG%/#YDR;[;$[T$AV0C [*(+RJ70PAR28^D-530FNN0DS2=!]T@%RJ5AZ[- MQ"]B9>5#4"R-[\Y3TQMI+;4JBTXXD""K6P9$LHS?Y7?S#&^3 MKMVFN7^6K*5J94N7VRF#J9S^MK$T>V1#F%TZ;->VBD5]PPW?J+\]JA-H1%T) MOZ!; 7%BSZFU(02>'1=:G64M4HQ"[$7W/JYOQ,KS(_4OQ8W5&$)*75127W%3 M/]%%OBRV%[5""5Y%PQ]S =NGN.QQD=L#F*8/@ MRM1J6=JJD7];KQH*P!ZT#BI75R)S, M[6NF='QN69U M^*$88J;J8"1$K&WE.W@DF"LO@M=MK.HG.D M\EDT5ED/3K>=^;]S5NH>TH^+A:(B65 ?IB]*FL,GZ_)W*V:6ZS:H'LN MRMT,L3?8#%7MGO$Y364*GV5AYBK*$M5=A*N]]C)*Z'.M=784?5:Y7!S4B7&& MS KL(HTIH8B=]!=NBQG32W>#(?@J&"N+-UMOZ-E0X5BJ*Q"H5XHL: J$G>'P M4)DXF0N006'1=7O0 RO4+4?[X*;SAW^E@[Y)KM X3RK;;_G-P0%?:^YL (#/ M[8_=T#AQ1/ 1JD[2@HV8JAO5I<$J[:%OI/7YTP4&AJ6$]\.'X3$5MAT/+Z\';ANT MQXH=8P&Z"@ D6V(Z6QQ7G7BRS9>'Q!MP=L1RWFEHN"5^%JXR< N(9]1F8-EG6:E"#_\>15AZ@[DOVR9][]0BPA5P H) M,2*BYWR$2"UBVXNA*B2D;OUGO?$(&,08&5;VT(W\Z&"=TKWKX]R-* MP;;+!@X:,*07I>'WPN\I9V$^":?DGFB_ES?*[%9=-YU&4..,FVIZ'#,7KR.@ MPZ04#[46#]E)=.=(=TN=T-F?)J!W.6:)\I'$.#:K)8AF=[DF\Z+[%REEK0=T M3ZB^GKP5PY.;7KV=3H\3A9/1&^MO1C8GL#C;>-J2#)IL84BQZ5"F:E-W%U4F MR;[^$F@X;TY3DUX&G)>UL%SI8Z C:Q@ K40ND^_<8.NT^T8F[X^T]2:#&5\B M&,#SL%?$Q5V '/O/.AV88.-4C?+L]P)>G)Y'-:52)+ZENFR^^Q4W*$]%:MT( MMD$]$^O+[\$D@N<66<+8D#72>X/6B=U*"@MSR(Z >V:ZZ1YB5BA $: 9 ^[P M C?%RD:PAPHBMD1XWGXX/[O69NT,'O.T 8L_>UU6=W6R>/+NY;.GP*!OO\/O MO4.FR*M418.(4U0Y>V(;GPP"IRGR%:'SR?V(DC3-N5D!D $XGF)FWUOW !/= MS.M;K8UN*/Z>YHW;6D$B4(V"MNN%$D1#.;35&">JB=<&[DRQ3%15F9N3$D?8 MSDL9H_:Q#%7E+W1[2'D=[W9L6;!!L*-H9JT,"<;#IZ;%00XQUFEF+_C851T M714RT5>O8QOBA.9#[C;NT#C(/]7I)=*ARG,A,5E8&Z&-P\=NXJK[P MPDRS&2H-<<:U*,L154-)6L%4.<0"];TT@-P MFNX2M.UR]A5M0 I)I#T19'=4'R'_7\1C_V>LR]@3H5,H92W!;O1 M>2K58-G,R=DR'H='V70FY72)1&$$.@E*?,D'6!XBE;]RG?[\DO58M'NNF9P] MDCK*&>!\64XX^C$H<<4V"4M7_@'" !-8;FWJ%7@N>B=^NL_30/3*NJUQ4GE; M!W4>).AT&'!:#U)-02,3L> CPJ*K1GAW$O"2UEB.UQ>:EJ5AF/0""E';'?UW M\W10V?5[>B1B"+.X3S7[# MY?#3\&3$1<%JEL-P^)C% P[.)G%<0E>GYR+!-V!F0B[^]D*V()>A/^+& RUW M+HS=?U@S15Z/Y(ZW;/!9*$YIP5'+ZF'1 ./7"SQQ"RZI2^8_$^;8[DP;N*H" M5UH=S2S_F'WX3>O_/HY^B*,?54:P2+!3 X8B,JGIO-=NUZ$_-A1:=Y+1)JQS MH(>NNKV,K(H[O4'R+S33D)NQ=L\_!;BFWSNXS;?3=.TS7R(%7P5(8R]R&YG\ M&ZX1N6RIW1-WBQ&7V]S?E*-Y^CU[0P1(W*''9# CX>!*_9/96#$2=D?LK5', MQ*I"#2;&U\?6G#W!25M;BEW.\NJ0>+]'T4"&N8(55CA]@N,HZ E6"WXVFEO4 M=P,W@*7;1 PKR\TFGMA5JAP7LX"(^)7O576G'\@QY@YJ\-FJ::Y(*?'NK(@@$ J2!'VS%=-;6QP/B@6\B/IK4].!T+DZE5 M3Z/,6Z<4EP-,9FU':^H_V>T/$%D;14)A]4AG:$;-=*<.7\[+'A\RBR'-8%[0 MBR'?6]6$-3JP^;:"[!U@&"I+E7:34AXJP]Q]N-122,C+KQEXA#KF4?GMJ1N6D9)1%E?1/?&- MW0CB3A]R]@(%=+FV&#,H^>^3%[[U8+7W;:.P9N$(W-FX\C7@4&_E"@D(]@?C M3^N(I%N\Y@8J;D^=,H%,\TV*/FGD"J'3E+ M[I>NM"/&D%'&#KW44G63D4V6NIKH)PU"@J[,UG(;S>/KS/<#>UX4"1^V6=#4 M7"RRQ!:WV==9LJ2\--;X)XLF2P_W+R%22N/>5Q7X&,S==<%&-="]MU05@T&A M\2H$9G4-5G*79856RV-]<]1$MBU]I_9]F-/0 M8;HE9J[#YZ8"=\!#K)E@0A. I^I.=+I,JGX,![MT:5O?$4 MR<8R/GB@)P_N?>/*SJDDM&";=HO=9E/[X#DV1DETORN-+-1XAG%69M/YP?OC";5U0*F;ZZ M;)%6L8/H5GV^@KRJLL3]'J6)_\*U/U!:WZ#O*%T;C=[%H0Y>W-0K5V0UQ+EH M*GGGN^ $;,A4Y]9W_5Z@7;_VN*0G>1-N!>/TZM%CGJEOCFMA;FXH8YZA[Z!@ MJL1&<$J\4_I)()TI(K\)V+7=8:56X _=2OOBQ,:_T9+1]2.MIF%23E"F&]9H M-TS4SDT0IJ#F[NX?KL^34Z^&QY\O]9290,M9U,X%B7114SM"/,M0T2.!/JOFX?S44Q.UT2XH_RQ@: ,*D*-"7KI#B*!LID5$O# MT-8D,X M-'UM;:."#^1YWU9?V"V5(1:F)9[&9@+*D0>L/";=C@ WE\&QA;Z'.\;3"$!S$Y!I6QIJ3= MIE6Y85KW>".W$J]JTF[([O0R.ZNP=2I(/7DB9D0LA!%%5KKNF %5&D.0JP2% M9HQFX>)-$,<3WGX(F1@N@^E,$;=;0KKVVQU6W_G3>+$A#@UO,B/W8LM/11.6 M6NN!)9?2R($M;?'<(JY85W%)G:M5Y-$F7QB-51D?1%>6&;NJ&Z/P9V6:LA+V M4#(O06+ =TQFCACNN@&+@4['&[>D;L;X7=X@)R8^>"V M8 5\UD@M72>JQKR;E7]4*R4.G!AJA,"T@KG6'T,PF\*$O:Q&OE&)[\A"6#,DB; 4ZT?5U292=.Z.ISSFUUXH4$'U@HR MZ,#5)0OJU/^&@]-+2J+B6XU@%GR\??XL)74*CDK"J)>!B?T%Z$2;T83:L2DY M%3CH;S*SPA*E0!G8%UG@S,S6FQ*Q9J9K*Z]CK!I:P M[KB%C%7&!1RY5_4@ V4M-Z!3/["+^6%*,P(%&0I)H6YK]A4< 545HYK:K ($ M]9S]M2GPP$ZM\@X9JKC+3@V"6$_*5@I0BG2LZ-JVHWB<5N%=&\;:$V+V6-XU M#"WOCA.C_\(-&FEE&-_\ /W'X(PB 0PW&C%LR@R:#F:81G@R9ICB*WK 4:P% MPAH&--K' A3;(0;5,:2FV9JM6R#I"YD0A$"U5U8V28!$ 0!7WHH]A042&.34 M\Q3FR==\OIRKHY$ET%L2Q&J;$4&5Q4_W@61WZ>MBLKO"EIEWS?:XI8XP$,<6 MK&,06$&C6E;I.8M-M:Q%/CFM\\.NG37AFYPNW7\?DYZD-63:?6QFW=M&S*$; M&P'1:<8U\@5GL@696,O>M=W0N)6IW9;+IJHI%N&%.WBK(R-*;9D>;Z+(FGRP*Y&4B\?CH(X='T%%T> M(4X'@?G%H@T18-@3TGK_X9D@"&V.F7&V).X9;E#L28=>:9],% M<3FNJQOQ9VT9K/?/+R=C@YH036VM6TVMY(U[(#A!5/PJ4I19Q'.F4,09* HI M4QJOR0W#4/FXO49I!!*O1767-Z5E1@>K]:IZ50:G8?;8?EHF=;RN:3VNN<]' M+O6UG)OC)+Z"C/Z5 ?GSX(-NN'93AB$.YQ=T^, *]#J15^(\SJO>$12VOA4? M=;TN76OIWZ.0*-JHL]8I?VMP#H+2=$93YIAZ[2LZ8TW1^[EG8"8P\$\YQ[JG M$JE%SICKI8:'[GKCN,(]*.RBL0#F1!JB M )F,6V3:T^ LMM$#XWMWS(EORLH:2VA>(2]@RGA19-K@7E3@G3:-:22T9#O< M26LXC62\R]+ >IJIB$9J5P@2E.I!E3^%$)#638*$504*V_#T2VEHQ ]6/;-V M>&9@_EL@C4[Y1TZ(F*-!=N9_I>'#<0X ']'OK3FJ'4Y'^4Y6!$%L[3ON@<10!QO);T&4)'\TQZLE-"011GFY+ET[M]Y<*A&)5]@P MKZ(P!"&V0106V'V3!(8X0"[6Y((I24U[$2P.2WF$_.>/E/\\^7S)@RW./T2# M7RZ'PT^@"SG!-$"30G'J5K_9)[3<"?PX+Y?8^[!6Y9N2VK8%E3AL!.+5AGRE MR],#WN#C:IR))!DXL"\N[BQ?Q#S>/4)[$^PL>;WU. 6E612)F73=\5X=_:N] MUXT*5R/V-(4M5Z&IHJ)B]RODY%I-&^DF@XS-T:YSYX?9YF>X-Z-U H=BA4\2P0]ZG$P#T_,V)C<[TXI26M^L$1UGWDU+GC(.$0M#&A8B*(FJ M3A!T:5XPYH8BH#:\=$HQ1S-\XVZ6M$V%^9/7X.Y;^I0>1-@ >A*=C0U5E4-1 M%:%SZ;JS<J5LSP ZN:D)N:FWWP;E2#9KAJH,(3!8S"LY;9:#>2T3Z MJ>LBTRRL'._NU)+^*U()(@UKMO[J,!P(Y<0@MW] A03"@TL8U* %+4:8F@XJ M>#=O^$UT,)8C]+?M MP3, 291/&0$EW+=_N?X>9AZ"5T"63'1;DJ:#&J!!.L5*CWGL M8EET[.$AJWF$,QT?1K_9]UP[]7Z0+Y X,^EKV(9DKAF8O-)C%>;21Z\[2+TK M%!KPP98MIZBX*JS.+/#Y.&OOLJP,B,%.D1E^15F( N<1C!(/%$#'+TO10J4F MOCE9S(Z;0'M4SAAE=;"R5<\:+&GV;$'5C-]B78_7,N\>$1"^FVOB0\(9-H8. MJ CBGUK.;^AW:VK2I)(';PXWY29XG%'>DC7U:"H7-*_M_ /H$%2YV(96!$I^ M P+$2ES)B@?D9-D^F\H![E>1C[;A#KH<2=2SRK2)9.&#O*"O)!T 3.5VWR.]Y:\J R$^,+9,.R%%K*RY8T^$ETW7,;%$M&QH@0YR -<=Y3;DX M'.I'*5M*'&B.2;$Y4\.%8!(IH&4+!C]#79=1$\S;[*]DP,/36]W\H&2"B.:< M^!.K4"[F@7** ]I.=9NQK7"]9!X9XXI2H1*H]0UX-> 4%*]JFB-NAOYX#<3" MX##M*G'UGAR;G KZG4^&N]FD@GI=%,GD$>8C>Z6L% QW8$]('E7IP#C8.>BS M%GTQ 14Z%73= #FH!"P'(] _E8#$RI;)RR0%RM!'H/QK#,=,=.UIFJ,8E3PS MM5.]8JH#.%ST;-?!0-U*!A;%;3!O"LUN-=_/GN M&6&5]>QBE[ ="[F$G.%047*VC/+RCV7)6IAFL$S5#=%#=NULA9HQI)Q+/$5V MER4LTLQX^*[J34]UCX3X\JDBED!B+_%^JUG?*,$KC59/1U$RMGU7P9'RF]95 M %BH_R.??9W2E@ZKN$'5>SV>P4>XL=Z&N^0J@A59_HE) [ M"_P!-A.@[ ,_A@8486EWAN]@$:C_$CN%+\[A@[O74LX#T:.-"3:3-=XF. _,79/X MK_32QD0^K EQU.I&QIJ'5K3;T>]="K]X!J]X_^[3^8D>($Y!B=\&HU^'EZH, MC9OYBEB=5ZD;8%8E#4H&=VMO; ^!*UL%14(H=C6'>2.RDI;!AZQMT>EV^*L? MY4/IH0QT\5$U\[@V[L;'EOHY'-K$G[.MHI\I'@"5(=+?]W^6SRF^='9^/3H> M7IFL&0/'FE@79*+I#+](;=L8TR3+4HYU37I8$],Z-%+;Z[I4\[SJ9:$*$ ZL M0>1FWO<8(7.E&OU%[0,DJ6%YC2L6R2C $VYE3F"X.K3\3KL6MC#1P:_L:O5Y MDA?\?M/3F"H(;L![H*7A-V3J(H@SU%X+5%P8D51S);&'9!H=O*S!(-:&98K% M8KI%@EM]JH=V\^M?/T;IW&CJ6Z5B,"9IBL8I6>&3I#4-PGG$/'IL"U+:G:LM M!0)H>K&FDR>%DGRJ#M3B&Q<>\6CC69RWH@)^O?=H#1:-WW [K$MD)V3SRXP1 MJG"[)CP8!=D6+;O=_]& M$P&BBZ3^$D+'GW[>]YL'Z,8AD5]'G^#M_=XGN(I9L6^V^XTZ MC8!T6N 47FO*)=JFEKI@<48&X;[9\1+'G%S-<6&GIQ?[IOOWSWZ(CI.Z!)$* MUXZB%XK?7CY[MFFSW^3U%S68ON!3E3%]^@^,%:^B9S]]_VKOO X/AJ-]K[M#\E7,)>.7D<'/SS[^7#[_)R?OW_^]-E/+UZIXN]] M\R##XXRM9>D.M-2-XI82N$Y+]K56XU_1O(>9CB_(=!Q<7)R"%_#^=!B=#GXC M1^#X_.P*,Y77Y]$_/E^.KDY&QZ;H_SK<:E+%60LQ)CG4X(0ZM,5X@Y@^[OW# M01:=QK6Q%FD WL\Y<"X>%JQ;FW =O>JM$@<0C>L;X>J6NZ'1-.%.:;M#BM:, MQ=TU K#>,=*Y5-T48R59+P3OR8 H.',#;;'B2U;%.Z,C=*5,9]QIL*]>UST M?S_3?8AH 'L>' FM!DT+.H3E0-,*/'R:I92U8*=T(W4K:]A9>!RX['AEQV5)ELUY4+0$B2>24-"UF@LIQ0HU MGMMZ2JI)OI62=>'US^T29WZERA$T*MRUH5*(8#62Q,!@-]&5 X3@6X^1B+[ M!0\I'IV A@&]8YR$+^@VE>J19*;;68A<:!#P=HIVN&!#2ER0'>D!(9I9,T+[H&<1G8+9!9J M&,D(0K<>X71Y9LNGT=7Q\/1T<#8\_RR'^EE/\(*7-),E]6^"391 F=#(,XY? M9]&RT;$(G!U.,WC,#^^0;;E[U:)&C#O';&?<&=;DZC6V;5V+4J ^MR! 9M%R M!XE8%C9(L3,0RF('.MU@.7Y;V6/^Q-RQ(N"/-_3?1P83:+J3%7O(,>@889W&VZMQP%( M^M\D_5&"4M$" P2#:7XK')=]7>2U*9*XJZ)5EM12)F7B=30/KUYRYR1!:#M[ M-549I BI_Y!'#6^C9GS&5_1=ENS:4 A5HU"EH9C$R6TJ*E X\.!4:Y[$/2;I MV+K;V%38^E/Y4@%-_L'^8^<_L -TX-8XRZGEDNA>EQ8^#3GJK9^;UL)VOX/F@N-.+^%DN_X=##Z=(7^[?7E MYZMK.'*.) M@DE+N[G.,7[-[Z+#DU;E$H$_+:T?2"90&Q\UO%.W;.%C"O5"][!:H$49(\/C M'"LX;RJ."O3?]=U0W:N..L9A9P%JO98JRQ2V+4]C8=G-F])F53\:(J+L:KJD M[(-;]1]HQ<.NB)BN%HC1#?73VXE)\;!H)@V6NM/,!*?!CDM,U0:C4RGBP3CL MF4U.OMI'48=J^)R>-(0T18NS+!AU*[)SK$!&>=9I. MR^2!4!SJC9D3:O,=& M3PU2K<%UW(/M%KYC>TBT8=9J'!>M..0&ZG,_)/T^B]RH;!G\?/]:( MEQ=<7/1I, )'X@R;5?*L0.E]UYZ5M;VAO%CN.CV\%44ZM@5@)9BV5+&[$K:7$%4KJLLG,$ MV9<>.M_IOCK^M:=GJDI<&C0:%505S?;3'1CC-R#R4=.(/RQ3'QJ%7LNH#4A( M$GFUT'FW=_#6&F8^W$?HI8/^_Y]IIF/7DVYK@<.#FDP/%=,NB3H6M6MV7"9H M4B:FS9(1S$9])QT>L)'*2F601\LX<87OEM:)TIB#Z6;D[KS"UG+);5531%*] MWF4F=>Z&V:QN.K2HJ/R$XO!/WOWO*YWTOL 3_% 51777_)^_<@H/ MD<0@AD=GL.+KL^'55?3;Q^'E\/P#RM]N<$WA1X!7 ..C/2,389PSU4^-T.)UD;04;RMM[9^9-WK.SP*419(3U="*+\VVO* MFF"@X^IB<#PZ^^7O3YX]H7]?H%,A_Y;S>X7']_[\\F1X21_+JOB3IW#FIX.+ MJ^%K]1\;">V?"IXJ\^7UY3OYCQ/UXA__!N?RW?6)^<.OLA7>K.$P]47W]S^_ M4)_#_[JTWJ2V8/$W7'F0**]!!.1I=,\M>(N#@P%:GB-IS_!V,&]=#W^Y'%P/ M3Z++P>B4DE67PZOSSY?'PROX\N7%$3*;6:R[4.N-U@L_#K'5-6S_!W?[UN=F M'2^>K'WZ_LCP[OWJM;TR[_PTHW:_0;_>^;X_QX_&! PU'WV-"(L?_=L MJ=+"_)S_3N:+-_!MA$,/N3,72-1S5LX/OE;N-7YT^G6EB#U$_"]A\1\E+/Y! M3O=E!@YW\_^>M-BC:<6"R"?/_8[K7B]DT='O*1'AG@::QF3_O&,3^=]CLA-. MU8()68;C)@L>[OWYR>_PXEO&T>6_TZ _T-!DQE(0$O6 MX2NR(D"VY%B +&LE.=GL8C\4FT6RXF8WTX=DY:_?=U5U]4%*]EC)!$B0R8A' MU_'J';]W%0_>7;\_.SQX=W)T?#@<'%R?7I^=')[\]^;.]M;.WL$3?@T?/)%O MJ(/7'XY_4:]_?//A[,/E#VL_OSN]/ED[5,,!?.F-24N3'QXW6CLO9_LNM9S9=4SJQT_2'M<1,RC4:Z\)];:[SJ4TWRVRQO[TH7REY/'YY\GMF1+17M2QT\>7UX\.0"-]:WA)W=;["&P_=J1V MMW=QXHO#_FU_FSE/X0"FN2[-6%UJFRB=PA^FR*H\AB\>Q;]5MK"ES=+AX$V6 M+[96+.A;G,/AT^UM];-ZG^6%4:^3FW&DKBI;&K6[N_W84_]LD1G5AIM MDN5VK(>#O=T7+[]_]&.X-/OJX". 4B>'!Z M>,8?'$US@ZLI#YZ<'J(LXG=>OMI0\/6100J-36)O3 YL7&;J+JN4396.XRP? MZS0VZM:6,U7.C/J8CDU^FP.9X2$_+,YLAH-PYOXOMN1TNK8)/I6YT;!LA<9/(N?XLH:)'F3S19!3:\NQ=M;V_C_]SVA;SXI>>O M"IC:EK!]F\9)-<99J@4NJGZ,OU#.=*EN@85@6:#\=<$,'&= 2X7_V=1)DI7( M>L5&=Z4?<9#.^I#F,,1\D5L<#Q:8I7 ^,V2M;#(<]"SW3:(+X98C?!186!5E M%H,F7.ABD,NJ[[2U8^8Y:P-IXM#[FQ$>O\-%>#CUX^^'\VMOZ&1SC9K'0 ML=E/L]M<+]8.8:F;,YU,#I[@-P_=ZD'(0 +U* %9UGFNTW)+G> ^;V=9_9[G MMZ8L_\R?]@BO!2U7T/G!,, L^&=N\$@S?R(-ZJEPAPH.3RL@SL_5L MNR9/I(IJ]"NP,K'C^->JH(/<4M>DB/#\Z>@+F!KU%2ZCK?EA$46%.\,A@ I3 M6Y2B&0H01]9>\.)MEL^%N,/!"O)>;>XXRN)Q+/*L6, *JZ)'#/QG':W+HI3< MJ8E-@,- \04\I=;?PKOWG_1YMB5@9V]O<_?9\[V7.QMN;;6^WKK:4E'49//0ZP\["BM5'^(R&YF#)YX MO5&&4CHTM%N_9/DG.7ZWD"WUQN2EAB.,]<*6@%I_1SDV^1P4 8H@,A4:)!AP M;"8V)8N!DJ7!1"QF:F=',=\QOGI4E'D=G%2]WT!G-VS:@OU"5!C,+N@<1B%9S,Q^APNXU!:-,YZ2%QQ:V M5F9H%G7:9-93)D-'9;IM(M%K*OOC*X"X8!]NBT>':3NLM8101!E9,R].3)EM M4 P@?E4L"%A_3HGO) %[O,$B?Y.!3T$K1$5=D&)GT171SFY3 M5FPTC)WC.,C"L)B)OLGHK/'YE8M@++UNW:QI5HHA:\\=&I454_?2(2"O+ Q',B )IT<#/B^6N7>M1_0Y8 M#+;:@E5! L/Z;+K:W0)^[/@I&R0 +1Z)( U3:D_ 37AC]SH(DO)V &26/ ) M@VMF&J<#;WK=%!L$G?ALMA#+"$;Y< %J)TDDU$BT0.1J1J50,G M!L2<+\J$S(1?!0AV!J (ES.J2A+'>9;C8L!?VMFNCW^L[PI&PWH"^P^Q[' M?NJD0ORG;X!K:7,3,)+R "PR))WCH"?!>71[[FA?!.H*\"G,;V#S :&P'M)3$.PI MR>@\JTB>P53![L8&"&R]L%_G@/K!W8_I2^LD2 P 1P8,-RRS=A$I_@1<"@Y< MGC+HQ"&8LC-3.PG-09'Y\!S!1[^Q657 L8 ?;)POV6(SV!>+OOX,>FD]P;-F MU?'=3NW1^J7P$\/!&*!TEE0D(^;SPJ2%*6#QA(5JB4VK (%US0J6)_:VR8Q;_,;I7=D3[A#5:\):!;AM-3VZQ@(40(!XKC>&GG&4 M,(#$W4* Y3B>@$JIR4YNW P.9BIZBJ!R'H(K!/&:A#[7A"*?(M3$!%["0@1W3(YO8DEP11VOXL\7:#&T X@2\W0>REB KF+16X^M' M&PT!KDG-G-S1L>VUM%# .!,B!1;?+0,C_!V,P: *84)AR/S RD4+.3J*Q_KD M^/0G4,"2TAD.%/U[L #6O$M,TY$U\P[XPK<6 %$W1R QGS9':$7,ODYNP0YA M[N?@W:6Z.OT?T.)[:VY(2BGM_^-[^F=-_7QZ?/WNAS4DAT_HO#DYOSZY_(_+ M-\'@>,ZOG<[ HR7^)TDI2)3"8&:Q5.O!,/?;N-QL2LS&6;E^=P6CKL#?$8@Q M&8:0=42&"[(>+HC:4#L>A64+P%,E1CCO C:%3VR^S.FI%CA_Z!NB@X3,5\OO M8QAT]37V?#@0V_OG6N]_P_S^07&F7DU=AVR<7]1P$V<:-12S-\!LC-!&-7&= M 7$L\LFF1-@LYYC_';H_&"A<3O$L)Z,N J<+5&Q-\XIV&X.M1964;J(0);2^ M37P/WUX$AOMMQI90U#"MIN/2+S=GXCTZB'*K ; @9FK-M"**T#\C&'9+^XGH MVE?.QEW2$Y[U7( M <(\)"S;I_XLT[=ZMX]O_-2?9/N&@V]E_ AC]VF61EQTKL%A M:66VPJS@DM-C(!A0%G4$@$:61<@G), M48= 182^6J"[^ZQ#1[K)A,+L=Z26VM+^Y4%(?)K$78)XRZ1^8R7D^";AV+TM M=5SESM^7]6 RVZ0Q:69>T%@"?\M36T1@P[RS\W*;8V$4!F.Y)!=Y:0B"*,(W73D"$IARM[R09HE%5)L9#))'PI(2,X^(:W/06'B6G!OR'\WN M%JA/8UKB@F!6I*:4'"==NW"FH$YO2WKNUL*+L2U<8#$>1@3U)$K1$F]\F M\,8-1KA9W9<9'\QGD\>V0!L@KWEG'+I%!?6%B; PUDQ.-:>+:2VW>D'NK0!L M7.F4Y8J3'O"ZF*#5I ?H6VA,I)2#=3.&A1D8RD$:V%),B-"4*745TA]&Y&#LWY^U9&S MZ@U)=H$D=TB,6C FF:9@?&,.CJ'A3IU&,*!D8E83X7*0,>W$"Z:^%J]1CZ?%0V4*?%(L6*40P^+P(MHM/3[*@0+, ]D2^41XXO$'8 MQF&I:QD?6P0U%GOX8VX=% #"8,MDX.7B,A,= :-25'DL'#$\YO[FN$P G$9L:TS\2Q7(W3. M';8K-.9 J5:GE>.$-;7K3PF'TBEA$K7T]2V$*RI9#6DYR4;CL!REITBZ2%A9 MPR8Y7[_!AE-'(#K+)\:65>Z%06(+A<-T88T8XTJ:]_$!U],MD/@@IRU[Z0F5 M-'$_>3RT-X";LK$6S [P)^<$N7CS"Y#H<+ ,BC:A6\?JGP)QYRDF)CKU0**U M,L0]^)T)EU 1DH:QYQW'44_AY O6J5PNE:@D*T!G ];G"$'$ 2W 57JNIYR( MD0P;F E=%AD6U@;9K,AG;BF&0KY2%,XP'"3@S27>'/B$79B,@N&JG,N\X%\L MD*(P 0X/T@Z23+@*$=E$]%^X%UBX1!5J6^;T)(D#S 0"8L8;2"U.]85TP<#2 M"$SZW/B,5T_,C2-]HT!_$'?,;#XF@'!'LB?JE>J842[0_Z1PPKC"B@=*-+>\ MR8:0B8/O/;$2I (XQRM)PF?=+:"":93*:8_MI9Q=\JCH*@,[3T!=IZ>9' ,[==^2 M0-&-M2BX JK/&Z+2R;(XF\W*,#5P"H7.Z7U@N(KK"F1&R?MA34SC"!$>*-Z" M&F=*:J0J,;\2D(#E43!A..@-))!:!VO.Z@<6P=0'MOD[._5UV:GO=K#8FVJ9 MFR$$E^X.+!3@1 PFR5'U/+(B N0\I0;8N<^ 8&)>B:[5J>I9ZW# ,]N"HT'+ M5S"NC 3J*@&1\C6N>??F&9^A7 'J;IQZ2 IR4N$); +I!()4H46=V)$@D(GMOEF3=J?6,01?)< #6 M4I" F'P@KI-=__V>37 ^I!NB=JJH]*Y>HQK969U8*JR=W13'1VPBF+SZ_6"J MP/VOO?Z]T.OG'$Q'T5'6HPS+1M@0-JQ@K=?82"#E"D,Q7 0M\2Q#V!\8W0)X MNIAHK+VX:]LD.XE\8=\S1N9UG8BS+*XV&F8 .L/HV,?"@4Q:AHQ9;R=JZW%\ M;&)-$Z:$")DS=;4N+ YB=-&CI58@KJ+303=6'";U-)*U(!T51 G(J(\Y1CTR MTI1!.*!FO#!T%!$\#GV\%1B"RL,LAX2]Q6B%MAF8="2" MZ59(B_1K9-ELE!QWZY>\(UNHG4CM1@I4QM-(/0.FC-1S( &'_UZR(O$E2I'W MA#M^8VTQ0?.:$D$2X_V"6!>5YHA3D&-,S90&T>SZUR,Z3!O341 M:99N\N/4SR:I(3(EG60#NS>_5BFC87#5K9E0C$F/Q];%BNJ\G2RS!GH\;I@Z MQBHP#NMA/!==GO;A!1O<0K3VJ"S\O-8N]_8S]#01X%E=.W<]\,>=.[Z>+4WU MV:+@OA?R@#G:6%!S=M@OB M:_NZPG<.<[&8S:;(JD]_]V?SP0EH1',2C&D5&K;E6^%D&?7.*=]82/C4F'$! MJ&T74-MP$'03HC!1FYSAJ$K!E<(@7A30I5><]0-7 $N,LWRJ4_N[EG)-T/2N M_TK$V:F4Q'X"G#*1B._N-L9;2)^2G16SBQ_=*TI[VYORK),C&*(GV>2#?3O/ MMEMQ-LH*?-$)W07"SD Y[?%(788>'>D 0D=J;@ I A00Z@@E71R[3P:3;58+=ZP7=*0MK_KQ8VJK[.L7:Z:+W-X@NUPDL%&R0S[Y<8^6XB!* M4U\1ZTHVQ$OY\BDV(E%F>VT!:.FL)0GFGH;4I;OY%H<+4#F;LL_CRSF$A\2= M_-IYNEWL7S=.N\?A\<%>O#$G=X[IMMK,.JD$6(/BC-IDO5BH^I1B M/2RR(Y,:[#_6>=!^W.KX?>#X= E&@T*M!QV5%-A$,'+$RZ%9!CK$#Z7#CVUZ5S'3#@6_-D:RE"&"]+$XI^?24#XC4T0C2L&%#6%>6 MUV=+*)%5>1\V5=\&G+J>LC8ZA5E;O0J,1YL1OJ5P-+P0Y:%PM.E,X;:;!XOO MN)/MZ[E]A?=!N10.WO\4X1N2R>'785.Q$TNNSRB&@]HX2$D"R!N=S)2;5PNS MQ"3-,0H.>#O;.ZJR$D>YR?PD(6-^Z<4HH^Z* M#,RGD]R9'F,!_])'$U# *2.VQE4WX/!;3&0VEIB;F^Q3'<"G[?M61YL1<+(Q MB)?%7(58B4F5IQ8VWTD)!]VB\!*[ ,D0UD_RY[W][Y1FRBLC(<\8"T&,4S]2 MV(3AZ5=&)*NAKG79;KW M"]18OPF+W@0T!,PESI6_:2H7W.[_ HNI**3,T#X%+/>),=D%,D&Z3^NQ5U@ M42[G?.H.!J2WOVRLG4F@IW^%U\68->.K)@F'@Y:4HB=CJ4P*:W%QSL1H9,MI M91-J.F#:Q3F6PM2%5^E-EI#)@Y57X[!\LWEI&M[IE.J4\B.A:27I3<>);()+ M^X.<"AB3HFY?]56'G+4+1@>DB6,4/7I$TZT4LGF0P)J!J%0EI8YJRTAST;2?3(]\6[2SSJ6Z*(*0+M,C$$S.Q\!+!?;H,B,)X0 M(]''DF&VJ5=DOI9SH>_F/FN39)J[LYB/$"6!#6@"8]>QT7=1C2O_4;[ZA]H! MQUPOSQ5WE2_8;[L,7QHO7^=4'%4 N-J NP6?73M*BHTSQ1\0,OQ^11\A7A%5 MN>P_?;0 ")G7K0DW-A/Q;X)\7[;5T>@,[M8?T-/W@(8ES$S1D9>46JIU\<.2 M6N""@'O.<_I[[9HPE2Z_ >2=W;$4H)7%FCAY"]%P%N+=_OP=4*Z3[*.>BQP3 MM468=(:O/D%^KL6-%4+//6#MMM-T['*HTAXBE>!X/*F>]RF7WLF7B?JCJ\2= M[:WAX*AQZQWULC2"GWV"U;H'E#42MG=0K&5U^H);>(,DOLL5.=>\SXET[F.? M[X7Y26#&3AXG"[-<<]2D IL7NL"PK 58.G^HI[[3IMW3$H*JQF-?,56 M=D7"8SE% ]?0J&?1BV=\[4OM[_8HQ>""T-?="T*'@R4WA$;!79$2JQ5$Y+05 MY^2"%D3?EU3?J[G[C*Y-1;K3#'OA!*W@25>]MRX20LK=;+0J?EGCAW?++"=? ML'H,E8X;85^.Y\(01?? 6K,NCT"OGMO'J<,F+K["Y_OHZ7;[,)MWR[4*K=TE M9.XTZEMH[SD7JCOZKIY/])+_.A_6CJO+DS5S&8$/]RW\SFDA62PER2";@"1T M:K@G=&F\K_]T;UIBT7-QT&H"!_W:(59G]K6CD2'4;^\*=%-\:6-B:[$VC4G,@9MMB<.!WW]B7U^>19T+-) WZ9IL5D\ M]I!&P_ JW/X^P_;:H]#[N@/_VF=98-WY7;.=KXYO_N'=?'Z%C]8S)YY'W307 M-UKF?#N8=UG^G;XY'?3-C1X_@;LC][;65Y6@:(-'CEXY6B]86U'E=(7% K$T M"0_]A3J/X\]4)^,PJ]S!0%!(DH'R5ITR\&,R\U+96@!0:W3JB\_HPG,^-:XA MZZPEZKORT?ILK6MZBGR!L_X,5F3N>A-J2BGA13;,PUI1)##WA[F$O6P,A=!B:@!U A7YA9XY9;LD M3@<6MI1R3N)WO(<9XSL&K\# $V/,U9@%,\MN#7S#0OBK JBI1ERW3K^.$*Q' M\7(BGV:@"!SF%)O=)27>64"Q*N,B/[?:5U'W+]UE\@.Q+/C*!_#^2$&RN[6, MV$%I)FMD= *Y;CSB"V$LQZ*I,!Z,;"9A'IUR$UN>DV; &$$0D#9YGN4;Z+F) MCB52Q!7Z([ZR(G)W?E+U?_TK!@5@!5J<+_G'+^"A-.CY=V;EZP1O;TN=9U+# M*H*"7 #>#RQ!^3A>'[?4>@3U$O=;U%=7L5 $M<8LB+5QEHLBU,I[(B38RD?- M/_KLWW_GXJOPIVCK M.K6QP5SZ;..D*I"H7.E3MFQE33;' 3=AH/&QTQ[@EB);[C!^PX47HSE M>V@H!7C$_DY78&QDOUDQ_Q# M211!=JNU*?B+ +2YM:]*?7>=OT..G M@'VEM9HC@8$ZMJS6[(CAF.&)WO/OD M6M3(DAFWU%N^F1##H!$UY2;65-YGX]PYK:"UH<1T!XWZ1(Z;K'R$*CH'VP<+P=6D*^J"CH8@8,4:Q<:N-QD19_BS.)]T@(S7)0/_KX M#/=BF51[.DW1V9$+:/B'M9QI"18[[O.KEI6/^1_ @3-WD 5L$IHV<8+%:('/ MQOT^KO (>=5PDB77*Y(QMTMQF6;PXPY>[@M]JEO M#, +7?@:*ZK=Y62]LTR2*H[55B,L)G',')*&O@O&M3+N MOO7^3X,N,&\16[]=0AX.JP;RM"3V05/6#RT9/I/ N-/HN&5O+;G&D2JT4XNO M@4+5_/$%Z"7#9^ZCC6J@30=-]3-BG!!U]=_+64<-6*%DC6LLE^HE3^V@[[;& MW!3$2LGO,Y_YYITY_H)@D+1R 70D);:(20Z<:G_EYRV Q>BI=1"'*J\[AV5K M9KQ!WYY1/$8"9831:CM/($6BBH]_'-^OUF=(8$S/&><8A.UQ83,DT,SFH2)Y M0.E0?[=%]RZ>Y9< +[]NHW:ZGM['$44%Q^ANL0WF>OP2@MUFG'#YY8;=W]WJ M7.A%SS;O,\0S&QG\63]'MD;C+U74A_<;-.ONE_A,C\V2+E014W!B[?!_\8?" M ,MKNHOI N_J>GUVHMZU[35Z?7%T?.Q>"_6>(O%> M?[@\/KFDMV55_,XF4/SLZ.+J9-_]L7*;;9H@39DKKB\/Y8]C-_&+?ZX!^UP? MUQ_\)%OAS=;GZ[[8?/[[7?<^_. N2U*]KRD*](5;:"T.#@9H^0%) M>XZ\B;^AS;_'=W3]\?+H3%V>7'WX>/GFY$J=GO]TG/[Z[!A(\;Y(@>+]>R^[:TM$?CQ2'K^_VPY6USM S:_<;]/2# M)6X'WQI1N5O]UF>,<, V_K%-_WRA2#XIGBAX$X#VG7J+5<,YR=0?3\)_@W[G MX/[O=W;Q5]K!-<91]]5[G>HIXL,+,(QIN DT-:31#MGD_*TZ_\JJ\R^N+RXQ M #H&^ A>_MU?55VT-O%7VH!HBV-)5C^VEOA;)?S1:.HH^*%C71Z9DZ.C\.$./1F__Z>'IU>GWZX1P>O+S8 M^ALR_L>9@/VWAFDK^J 6ALX:^T?%'_;V;63-0)I?,PZO*!RY7ZK$$_ MMWR37_YZ0-RDS#K1G/MB*"#Q'XY_@3??7;\_._Q_4$L#!!0 ( !*#?U;4 MS-IQ1"( .Z* 2 9#0U,S T,F1E>#$P,30N:'1M[5WI;QM'EO].@/]# M09,92$!+%B7;<61%@&S)L0;RL9*2;':Q'XK-(EEQLYOI0[+RU^^[JKKZ("4G M5CP!'&0RXM%UO'K'[UW%P]=7;\Z/#E^?'I\<#0>'5V=7YZ='I_^]/=K=&3T^ M?,2OX8-'\@UU^.+=R2_JQ0\OWYV_N_A^X^?79U>G&T=J.( OO31I:?*CPY.S MG]3EU2_GI]]OW-A).3]XMO/$IAM*)W:6?K^1F&FY06.]=U];Z'QFT^TR6Q[L M+LOG2EZ/L[+,%OS6-$O+[<+^;@Y&]>NI7MCD]N#*+DRAWIH;=9$M-,QT?'[V MP]OO-W([F\-4AR^.3C_.[=B6BO:E#A^].#I\]!XWUK>$T=YG6,/1&YW'\W^E MXV+Y?'\W4GN[>_L*)^W?]N>9\PP.8);KTDS4A;:)TBG\88JLRF/XXG'\6V4+ M6]HL'0Y>9OER9\V"/LW54_JS=97ACU(KF>1.JRLJ51>WN[#SWUSQ:9 M4;W7^8=(O4JRW$[T<+"_]^VS[Q[\&"[,@3K\$4X#:*T3];X:)S96[Z93D]MT M!M/_>/3@:SC7$POO <,!S^ 8"9F8=*#-=,^_1RS7LUMH1)3(NDW2WSQKW^, M'G_['$3P\.SHG#\XGN4&5U,>/CH[0EG$[SQ[OJ7@ZV.#%)J8Q%Z;'-BXS-1M M5BF;*AW'63[1:6S4C2WGJIP;]6,Z,?E-#F2&A_RP.+,9#L*9^[_8GI_T%TP* MK).I\2V)CUYD\,B]!4N17$5*JQ.3Z!N=&P7+7F;P+'Z**VN0Y&6V6.KTMK62 MB":X+.W4))%Z:^,LT57!RN1?>K%\KN2Y"%;FQC<@7KH8#G*SS$T!>X$IKTUW MRHO&YVT:9%.B;&& _L"[E2.VU M!,\6'1KD0$$Z,#@-F-,OI30I'!'+UI)D:SC(G'!UMMN2OLXLL.&]_6AW=Q?_ MY[8OY,4O/7U>P-2VA.W;-$ZJ"[S9I[5[WE^:\KRS_QIC_!:T'(%G1\, \R"?^8&CS3S)]*@G@IWJ.#PM (R MQ_31-Z/1SI/=FCR1*JKQK\#*Q(Z37ZN"#G)'79$BPO.GHR]@:M17N(RVYH=% M%!7N#(< *LQL48IF*$ <67O!BU=9OA#B#@=KR'NY/7*4Q>-8YEFQA!5618\8 M^,\Z6I=%*;E54YL AX'B"WA*;;Z"=^\^Z;?9CH"=_?WMO2=/]Y^-MMS::GV] M<[FC+DUQ64V-CG/O_>4P-:( M.;3TAX,GG@"]4892.C2T6[]D^00'?72Y*6&(XSUTI: 6G]'.3;Y A0! MBB R%1HD&'!BIC8EBX&2I<%$+.=J-%+,=XRO'A1E7@4G5>\WT-D-F[;:9C*U M=(+&SA]7FWWQ*],,5!G*E9IEV83>0GU"LAQG:6%A=.+HB%53;F)CER5]L:BF M4QM;D\:W*&' 1B#R2$8D%]K;^ .P$_#@#&W9R>NS]^JM+BNT0[6Q/4NO#8M> M$:GS\Y==5K]FS#8H )C ?"C8D+!^'0[T$G0.G#\2!'5GMLQ00EY4!8A%4>"C8YLR M/^!8:+B135*$!""&1(2B C:XXUE;(OE4ALJ8]'>2@#W>8I&_SL"GH!6BHBY( ML;/HBFAG-RDK-AK&+G <9&%8S%1?9W36^/S:13"6WK1NUC0KQ9"UYPZ-RIJI M>^D0D% JXIYZ!/8'8&F*-G[KV6 M*!K$U#2^^8A$4@0_84<\Y6()/AA..'83QB$?%V"WBCBW8U,C%0\/MH8#F7.: M9POZ,$ZR O6_:,2668B()?"X *X#K0 Q6;0,Q+P=/.'T:,#GQ2KWKO6(7B [ ML,T!KBK)'8O!5ENP*DA@6)]-U[M;P(\=/V6+! " 5H\$L*8I]0>@)OR1&UUD M*1D[0!)+/F%PS4SC=.!-KYMB@Z 3G\V68AG!*'^,#=A$M*7X',!"E$ZRB6B1 MR,&(5*UJX,2 F(MEF9"9\*L P-:N.;T:U1^N7PD\,!Q. TEE2D8R8CTN3%J: Q1,6JB4VK0(8UTS0F5)O:WRDY8_"?H7MDQ[1/6:,%;!KIM-3VYY1(6 M0LP!&WK&4<( $G<+ 9;C> (JI28[N7$S.)B9Z"F"RG4D"_Z/6 @V 7Q"ZBM. MM%V0@8]AXY;P,$[.+D(.8@:K([!.&*M![#M!*,H!ST?JD4 RV@!RD]WJ6:/C MRT4VL=/;6O624H>=(]?&!%S 0@9V3(]M8DMR11RMX<\6:S.T 8@3\'8?R%J! MKHUO'F\U!+@F-7-R1\>VU])" 9-,B!18?+<,C/!W, :#*H0)A2'S RL7 M+>3H*![KHY.SGT !2TIG.%#T[^$26/,V,4U'UBPZX O?6@)$W1Z#Q'S8'J,5 M,0*C'">1NP*7QB\U5.3[7$^4/? M$!TD9+Y:?A_"H*L_8L^' [&]7]9Z_PGS^Q?%F7HU=1VR<7Y1PTV<:]10S-X MLS%"&]7$=0;$L<@'FQ)ALYQC_K?H_F"@<#7%LYR,N@B<+E"Q-TGHF<#"R7JI'D6"V"WN;XV??:+W#SGJ@I55MDT+R6\!6!,H.?"EO*Q MEW6'Y+Q7(0<(\Y0 !WF*,-Y!<1S&9.@Z\BB]NHU.?>VSX !](E907Q0JK$4* M@LW S#P@8N@+2MP#,'QNR[&3W;Y5@8A<%8+LE% M7AD"Y^,#OJZ-'?F5((KP35>.@ 2FW"TOI%EB$=5F!H/DD;"DQ,PCXMH<-!:> M)>>&_$?SVR7JTYB6N"28%:D9)<=)URZ=*:C3VY*>N['P8F(+%U@,QZ[?CB1Z M +)*4N1>D5!AB!648S'GSV(,?ABTNTL@ GKVH.%PTZ15Q(3YH .^F!A^!I@N M1BKV/1,PWL+H5&SN)1M,)MKHJ:-KD#KV:>/CF,@^^F[_<4103Z+$G0AC^$1O M-0/%E:I$\M*@0ZM$XB \/;G4+D6-4:$JF5$,FN*DA!#[01U%0J-5R9!(244# M&4%.M/EM F]<8X2;U7V9\<%\-'EL"[0!\IIWQJ%;5%"?F @+8\WD5'.ZF-9R MHY?DW@K QI7.6*XXZ0&OBRE:37J OH7&1$HY6#=C6)B!H1RD@7UE"["[)#B_ M52#3O%Q<8%[,[=*9SB](.SCO^Q'O9FZ8.,[4$U$T8SY+E!D3@BJEOD+JVX@< MG/7SJXZ<56](L@LDN4-BU((QR30%XQMS< P-=^HT@@$E$[.:")>#C&FGEC,_ M<4*Y"Z^>!(/N# =770M7J\?0YZ.R@3HM%BE6C&+P>1%H$9V>9D>%8 'NB7RA M/')\@; #, Y+7PKA1W:Q%$O060.<"VIU M-(SNLW*>D^W78,Q^A2^FY@97E5]CB1#P/GX+). F:R5:.-RU@@"\S=;D.^JX MCRZLZN&L>"M9"B<^#@?MSLV&C;-*R",2"9?))=4>;)*\5MRXQ^NTQ@:Q?:X7 MX[>!TV17[ 9YGM>(2PHJDBX25-6R2\_4;;#AU!**S?&IL6>5>&"2V4#A,%]:(,:ZD>1\><#W> 8D/ MP.X*1MKP>P ?W).D(LW/P&)#@>KH&@3NG6L_AD0=Y%B M8J)3#R1:*T/<@]^9<@D5(6D8>]%Q'/4,3KY@GL:)&,FP@9G099%A86V0S8I\YI9B*.0K1>$,PT$"WESBS8%/V(7)*!BN MRKG,"_[% BD*$^#P(.T@R82K$)%-1?^%>X&%2U2AMF5.3Y(XP$P@(&:RA=3B M5%](%PPLC<&D+XS/>/7$W#C2-P[T!W''W.83 @BW)'NB7JF.&>4"_4\*)TPJ MK'B@1'/+FVP(F3CXWA,K02J <[R2)'S6W0(JF$:IG/;87LK9)8^*KC*P\Q34 M58I,3%$A=S0%'&&B!6ES,6>^(D!1%ZNWRENO:,$M9GWN@A830![9C;EFOG>: MR3&P4_IW,BS/!ZZKN+A II7D'Q;& M-,X1,8+B?:A)IJ10JA(;+%$)Q%<<4NB-)I!N!Y/..@@6P4< O/,U1?5'M/LW M(ZSWIG+F9A3!9;P#(P50$>-)X[-U;:'R&T@6HOG'F%6&OYNBL.5CAD2Z9Y/HF]845 M$LS:O UJ!%FXQ)VZC\CP'."HQ!7: ^U0E>A19WDD3B0">V>B9--I]HQQ%TEP M@-=2X/^8W" NE=W\_8X]<$K$^<5A"8&HH]*[>XV*9&=Y8JFR=K93G!\7A0S> MKJ<*(P"UX[\?.OZ(_&N[ M"Z@$>+J8:JR_N&W;)3N-?''?$T;G=:V(LRZN/AJF $)+[P'%,FD9,F2]G:BM MRO&IJ35-I!*"9$[*"1F(DE3.QK$OI $Z 0\-+I_L@*';DEZ)D!EJ7Y)7ZIS. M %-HU!E@VYAW7;D+BX/8771JJ1N("^ETT) 5AWD]C60MR,>I7>[A@ S[A./4 M8R.-&80%:LX+PT<10>30SUN#(ZA$S')8V%M]C-#G#,32M7CXX8]F<[QU5^92 MH#)IGG;"]Z"91&N>;K-T2=UD%>8Q08WGA$H%N_Y:Y74EJG<^ !>A:08N'8MD MNA72(OT:63@;9!RI)\"4D7H*). 0X#/6)+Y,*?+> M<,=WK$TFJ%Y3(D9BS%\0[Z+6'',:N:$T M2[=Y &IJD_P0V9).QH%]G%^KE"$Q^.O63"G0I"<3ZP)&=?).%EH#/1XWS!]C M*1C']C"HBWY/^_B"+3X\#S^MU3;V8K\WVV*+CY MA=Q@#CD6'#>@'J"MX0"LKTV8.#H'TC.0/78QM]2H6X-.@X_<2'*VB^1K [O& M@0X3LIC2IO"JSX'WI_2])R AG00#6X6&;?E^.%E&O7-*.A820S4&@/PWHST' MVXA:PP&6R'*OG.'02L'EPB!?%-6E5YSZ T\ ZXRS?*93^[N6FDW0]:X)2^39 MZ93$?@"D,I6P[]XN!EU(H9*A%;N+']U98[2_NRW/.CF"(7HR3C[B-WJRVPZV MM1/U=Y[0;2#NC)33'K?4I>G1FPXP=*06!J B@ &ACE#2!;/;A.QZJ&%(F,2" M?74NQ4]65:@VLN2@"MK5N,.!6\'Z)#G%_"AS'83K_1JQWM.@PND$>?) MGL-DV]72'>M[.M*6:_UE#>PG:Z;WN;U&=GF?P$;)$/D,R!U:BB,I37U%Z%U2 M(E[*5T^QA?44J,SV.P+0U%DKLLP]7:DK=_,Y#A? O,MI,P:+]#8KD1Z^I(+2!74&H!%J#9#34[2Q!%<0+UWYS)_P M35,ZHW6L2MV@G\RJJN;4/#2U=_*M5$D,!RT%PK8$RW%<4$-"9;[2 T7. \T\ M2&':7/(9%++UF0KJO(8!"2>13&"J39BOD51Y"B>!J#,WP4! 8#$+_;7Y[ 85 MH1]42+3859S@9WSX=2.KE$CVZO3>,=U>@U&GC3A[4*%)DVP66SU?:9"KKHEY MC@PD>$,*=W0A"9%&2RZY%;;[SW'IYLP&A1J/>BHI, F@I$C7@[-,M AOB\=KFU>:W7-8J['0A<1D.)D8#TW47!9-.[C5I\[("!'N<-YZ 3UZ4-I;"/DH9 MYB ?,+"1@<<8@V=A1!#)\N?5!=5BW;<&=;UWC)B,$"I6-0X',TI4Y!Q$9*4F MJ=H:6CFUD[MK)N3>A@Q #(R*?7#^]@[8TK1)JT9JK"5)89"SD05OV<;U6X(Y M9S49ZV-G6'[CM>UER4PW'/C^'$E=B@#6R^*\DL]1^9!('8X@#1MVA75E>7.^ M@A)9E?=A4_5YP*EK+&NC4YBUU;#0@T?52C@:WHIR7SC:=*9PV\V#Q7?9^!ZQ) WNAD9MS!6I@5)FF! M<>"PKL=''VL.Z%Y'@!^MR++[_':C7H/OQ=CYFI_Y([CLV]7M _Y")P8L7FVM M:K>@#//8&"S?+I8T&0$G&X-X6VP1/B::\,A+SC+$:Q#CU(^5]?!R^ MI#ZCXA9*AP-/V=8J^]I*VCO4\8=9CG+62P#0/ 4.E6I ::MW'2P<8-^*E3NFOL;QQJY!+?[7^%U,6'-^+Q)PN&@):7HR5BJE<*"7)PS,1K9ITE9/)@Y=4DK.%LWIR&%SNE.J4,26A:27K322*;X&1\D%4! M8U+4/:R^])#3=L'H@#1QC*)'CVBZFD(V#Q)8,Q#5JZ345BV9.%WS#N?A?!N!NSMMP7>?-&G'R(X/TM$"E%2NL)K\E=+1/XK M*Q):H2#WCG:_9R.)'OGF>'>31WU5%#%%H%VFAH"978P!]LN54 3&$V(D^EAR MS#;UBLP7="[U[<+E;522:6[18CY"E 0VH F,7=M&WVTUK@9(^1(@Z@F<<-$\ ME]U5OFJ_[3)\:KQ\DW-Q5 /@J@-NEWQV[2@I=L\4?T'(\+LUS81X3U3E\O_T MT1(@9%[W)US;3,2_"?)][59'HS.XV[Q'8]\],U-TY"6EEFI=?'>H#1\%%P3< MBX#:_>>IA.71)4>$2D'Q^-)]:)/N?1.ODK4'UPECG9WAH/C MQM5WU-#2"'[V"5;K,E#62-CC0;&6]>D+[N,-TO@N5^1<\SXGTKF/?;X7YB>= MN6R?#V;@X'&Z.<<]2T$JL'FM6PC#?H"5^XMZ+CUM7C0I*:QF-/(Y6]DU"8_5 M% U<0Z.>1-\^X;M?:G^W1RD&MX2^Z-X2.ARLN"8T"BZ,E%BM("*GK3@G%_0A M^N:D^G+-O2=T=RK2G6;8#R=H!4^ZZKUUFQ!2[GJK5?;+&C^\8&8U^8+58ZAT MT@C[OW ENNJ;>C[12_[K?%@CE^&5-7,9@0_W+?W.:2%9+'7)()N )'1JN#%T M9;RO_W2O6V+1@('3=LA5F?VM2D7+/;-VYJX45*W?DJI,)3J.[)#1UWM"0Z '%G M6Z+#J)_>F>BF^-3N1%=G[3H4&8,V>Q2'@[XFQ3Z_/ O:%FF@S].YV*P>NT^W M87@?;G^S87OM4>A]W8)_[;,LL.[\MMG35\9$7\[!B% G,G6(N:^\*[5$4N?8[-U3I%[KGE/*28!V8 MV5**.HGI\49F#/(8O P#3XR!5V,63"^[-?!="^'O"Z"Z&G/U.OU.0GG3*[6QY3NH! P5!5-KD>99OH?LFBI9( M$5?HE/CRBLC=_DD] /7O&10 &&AQOO ?OX"'TJ#G#F96ON97/EWR]G?4VTPJ M6452D W !X(E*!_-ZV.76I&@8N*^B_H6*Y:*H.1X.&B::+DS0JV],D)"KGS6 MW Y,U>PYM8#0(A<279?XC@.0C:H2KWFO,\LWY8([*P&SQ)7=2%T97TC+]T & M#:M"$6<3W45=5$KLQ+*]-&-8U(:##O'\BL9RM6W6\+>:U7!]=ZF X< F-*IT MP<^D#IWFY;][LYX/K\L?(T\VEY39.J@*)RO4^7LPZ9',,U^&R2,Y!)ZKYBSKRHTK_ 0SX9)U]&YO: MDHA=K2]5,%;B&V_PZ@.%=V3Y M5AI*!/!<[B)&OQK:_GP1'Y*MV&L93_9,?]F M$L61W6IM"EXC(&WN\*M2WV7GKY,C%P/81[J<&2,XG%/K:LT."8X9CM@=[RZY M%C6R8L8=]8HO*<1@*%XOB.UYIO*>&V?0:06M#26F.VC4)W+<:^7C5+FIZ:@G M=+T[%N/5%XGWANZ#A>-%T1+X145!=S1@H&+M4AN/B[3X"YU)O,=":):#^M&' M9[AO5TFUI],,G1VYBX9_8\N9EF"QDS[':E41F?\M'#AS!UG )J%I$U=8C!8X M;7R5,S8 :!)8[M,7 $[MW=)U[\+'W)V)8QWR3V+9-S=8ES../(W2^:4U@)%8J&"0B&H&*A?#M>-2 )LX8#$MUE M=L94AE5VJ,Z!S2IG2OF?&7H9]DEU*<]H+<<:F)@:XX!.6%+BF#DD#7T7C&ME MW-7K_9\&O6#>(K9^QH1<'%8-Y&I)!(2FK!]:,7PFX7>7'+WEIR&(+JM%.+ MKX%"U>+A!>@9PV=NIXUJH$T'354T8IP0=?5?T5F'#5BA9(T;+5?J)4_MH/^V MQMP4RDK)\3,?^1*>!?Z88)"Z4T!&PF6$T6H[3R!%8HL/?QS?K==G2&!,TAGG&(1-:-VNA[?Q1%%!O.> 17QR_.3]7+T_/SR_?'+\_>_O#]QNX&O7Y_?'+B7@OU M'B/Q7KR[.#F]H+=E5?S.-E#\_/C]Y>F!^V/M-MLT09HR5UQ=',D?)V[B;_^Y M >QS=5)_\)-LA3=;GZ_[8O/Y[_;<^_"?BV FMX6 NRR)]8&F,- G;J&U.#@8 MH.4[).U;Y$W\/6W^;;[CJQ\OCL_5Q>GENQ\O7IY>JK.W/YU>7KT!CKRDW^;C M']IV"VXN-I@UF/3UZ=D/KZ^ !$^;) C>K]>RM[%R](9^NM) M^"?H]Q;\_X/.+OY..[C"0.J!>J-3/4. ^!XL8QIN DT-:;0C-CE?5>?#J\ZO MVNB+:*-_4SCZP@"L+OZNNJBYA[_3^D43G4@J_*$UT%=U\U/@!Y7)FR,? M:W+PAS%9$P?^YAJ%GX/K\<'%\=7JB+H[/SM7QVY, C1Z__*\?SR[/KL[> MO84'+][O?(6C_W$&X(W./Z@W-IZ;Y.^J_QM;^#LM7]3_R[DU4W5*N4(,Z;SC M8J@^:_!E8S)EU@D5W16? 8E_=_(+O/GZZLWYT?\#4$L#!!0 ( !*#?U:\ M&+/5&0@ %,M 1 9#0U,S T,F1E>#,Q,2YH=&WM6EUOXC@7OD?B/UBL M9D4E*-"/V5U*D5)(I]'+%$33V9E+DSC$:H@S=@+#_OKW'">!%-K2Z71VNUIZ M08EC'Y]S\CSGPZ1S97\<=#M7IM'OEDL=V[('9M?\7#]N';8ZC?02QAO9!-*Y M&/:_D(L/O>%@.#ZO_'EEV6:E2\HEF-1C8"..ZXG^Q M=FM][=$9#Y9MF\^8(M=L0<9B1F$G8V!]N#ZO2#[U8:O.!5AT95U8-D&S2*=Q MT>TT1FC70QJTCEY1!4?[1.O0,\>V=6GU#-L:7I/A)>E=6>8E,3^;O5O;^F3" M$-PUQ[OT>TT/%=0;W8YO;HUKF]A#,KX=F*1S.82K_$'Z/&9U%5&'M4.QD#2J M=%O'1KUU4C4..@VY"]XU'C3O I)Q9Q7FA72,P>#D='O M6]VK\TJKV7Q72?49$Q4O T;.226B4U:?2$;OZCQ4W&5M M.A?4!X2&;KDT9DHDT@&=#.=KPA6/.(/HNJ )T !F2W(', J8.V6U%(0R19\K0$(H8N* 7,I#@-&2)&$L M$P;> W3-(.PBW"@H!_&7 W ]ZL"0)&+&8Q*+=!ZAY=+]&2$#'"HJESAG1N\8 M;%P0JF#,!6U@SP 3/&Z"$QPNG60&TT*$<1*Z3!*@@^,3E>#'>OV"298)00MF M7 6,NCR#P%^B.0UW&H888F V[)PGX<>!&^JPRP/G2!Q029 NH"M6KGD42Z#)8D MDD@GI%D0K F5(55M[ V4='4 K^&,)( )P!$!0-;[*:V00Y5/O$ L5$X@R:9< MQ9+"1A0'4\5!S5J!!RI79DO=/15^+A5.WB 5['NP^?67ULG[,Y5A/:M7,:P* MS^-P654'&E(6H9)I\ (8^00<"" C#"@S";CR<05.FT%:P=0"U^62RY43")7 M0LPX4@0IC",I'.;"L")50*W+@ 8I-,UOCD_#*8.*)B;C)( 9SVAI:+UU6F6K ME@:WV+WJU$U7K9:A/9N4"E$K(&Z8,A1-()A3"L1-B83V@RU@\ZL8X[W(&&^G M,5B@MO>A00 +DH3DT*)C=8!H+M2!LBM=YL9A<)0NHIE16SJU17,L2+][DD"-! M&24"[NK62"43>**<2HX6\+3HU.D^1$F)PD)0!SJEJT:="X5BH% ,N1<7112X M["0!Q10.=FDEU@4EK$C+TV)9S8'V$X8S(I;3=MV _CV63-\BRZHA* M"FUZY.MV"2$9)5(E&'T!?R_.!R=5^D ^*)=V9P1Z<'"6K]S#\2?"T7F#<#3G M-$AT8,0(QCP/V@X^9R$TZMOM0UX'/B/0IY<;#46YE$5##/BP$H*T2ON6B4CB MQS5X3BZBJ]D,NS)O=XM/)GF_I[,72ST!^CP5F?<%T.MPP7V#7.BG,-MJ@/41 M6!:6]9V'./'\%@!+FG)).$XB$92% F);ZDRH&(;QIPZ0I1P0]#6!\@-$5Q]> MX0&W8G]S%!2+GT;,;6MEN,7#L*748L9)J.<(H> (DS7=NQQW/H1%"I\Y3+03TMHPHT M@XRE,"/"?VQU\LC OB881[Y3F]M**>I MU <0M_$=(0BTG=ON<:O3N.W6R%'SZ+BHZ:;IVP2_)_6?6=I0C8VWG=9._=L< M^J_S6B$R!#QD=9_AVQ#MUF%S5W# Z#&!?,ID/M**OA%]]DU^:>J_>\'CN:_H MM;[[-;?-IUZ,@/LG_]C2GL^91\QOS$GP"(P,TU9'%SH]GW*H?,*]'W91< MXOA1.@&:E_W.9[C\T.YW^\.+TA_7SL@NM:!8P$EM'D9/7PS,1EH %8A)>E +N1R4C:Y!-FS$U$6$UDO-&;1Z=0WH]EE$D9\F0 M+\.HJL7_>*.^NO;93 2+QDC,N(8>OX>AG#'HZ'WH7)24F4]RJ>8D673N7 MS@C(+&@>7;::1P.R:YL&]>-75,$U/C$ZM.WAR+ERVM;(Z?>@?P7M:\>^@BNG M9_7:CM7%(;QK#W?I]YH>RJDWN!W>W%J]$8SZ,+SMVM"\ZN-5]B"G(N)5/6W/ MF>['M=I? Y^64P$Q:\Y M>BKKL#_%)5I'D76MP8S>R'T\JO6YA"1(Q%Z5: M"=IVMSNP.AVG]V%Y?3.PVMGU'TYG='U1JM=J[TJ)/D/0T2+@< &E.9OPZEAQ M]J4J0BT\WF!W4GCIQ$ZV^/3=RJA19^WFV;L2?$P1@4Y9HB.)1O7#_)+\K0>+ M\NZ&AQZ&[WWFY["FDP-3=L=!\3O![[F'#UUHL,(P9@$,^5RJ"&0(5U+-GD'5 M6O6_&4NE#PXR8J)8A%*'3 3 0J]8&'(M8^6B3I;[-19:1 +EMZ6:'YX;K!D7 MX9\A_2&X[-'W.N@[?H/HNV0:T8$ F"W@"\(HX-Z$5Q(0J@1]GD0)H8S 1;E, MA BC!<1AI&*.WD-TS3#R$MP8*H;BD (Y$Q%$,ID'K%AX."/DB$/- MU(+FS-@7CAOGA&H<\U ;W#.@'$^;T 17*#>>X;208!R''E> ='"GH&/ZLUI_ MSQ5/A9 %,Z$#SCP13N!>1%.T4,^Y:S0DN7-437IHYQTN\V"\R/OA,7+D\\.> M'2]GQ\D_B1TRA3(1T#EN5 M8L%G0@4+F",DB4Y$LR!8$2I%JE[;&RGIF0!>H1EQ@!.0(Q*!;/;31B&7Z2GX M@;S7&8$4GP@=*88;,1I,%$Z$R9#77W5/BQ5#A]@U08/8#-SS_53]^? MZQ3K:;U*857ZOL#+LCXPD'* *6[ BV 48W0@@@PX4F8<8+%+*VC:#-,*I1:\ M+A8\H=U ZA@74L91,DA@/%?2Y1X.:R@C:CV.-$B@:?_I3EDXX5C11#", YSQ MC*Z&5>MG9;[L:FB+W:O.O&35?\;L[_]A3G3Y_D/'N#G.]P+28$2U-6[>9EA4H^E\7Z M^4NH]!IS(D"Z55+-88>"$C /W6�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�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