10-K Filing
Filing Information
| Form Type | 10-K |
| Accession Number | 0001193125-23-088251 |
| Period End Date | 20221231 |
| Filing Date | 20230331 |
| Fiscal Year | 2022 |
| Fiscal Period | FY |
| XBRL Instance | d420562d10k_htm.xml |
Filing Contents
This filing contains the following financial statements:
Balance Sheet
49 line items
| Line Item | Tag | Value | Unit | Period |
|---|---|---|---|---|
| Temporary equity shares outstanding |
TemporaryEquitySharesOutstanding
|
28.75M | shares | Point-in-time |
| Temporary equity shares outstanding |
TemporaryEquitySharesOutstanding
|
28.75M | shares | Point-in-time |
| Preferred stock par or stated value per share |
PreferredStockParOrStatedValuePerShare
|
$0.00 | USD | Point-in-time |
| Preferred stock par or stated value per share |
PreferredStockParOrStatedValuePerShare
|
$0.00 | USD | Point-in-time |
| Preferred stock shares authorized |
PreferredStockSharesAuthorized
|
1.00M | shares | Point-in-time |
| Cash |
Cash
|
$322.77K | USD | Point-in-time |
| Preferred stock shares authorized |
PreferredStockSharesAuthorized
|
1.00M | shares | Point-in-time |
| Cash |
Cash
|
$100.26K | USD | Point-in-time |
| Prepaid expenses |
PrepaidExpenseCurrent
|
$521.88K | USD | Point-in-time |
| Preferred stock shares issued |
PreferredStockSharesIssued
|
0.00 | shares | Point-in-time |
| Prepaid expenses |
PrepaidExpenseCurrent
|
$88.21K | USD | Point-in-time |
| Preferred stock shares issued |
PreferredStockSharesIssued
|
0.00 | shares | Point-in-time |
| Preferred stock shares outstanding |
PreferredStockSharesOutstanding
|
0.00 | shares | Point-in-time |
| Total current assets |
AssetsCurrent
|
$844.65K | USD | Point-in-time |
| Preferred stock shares outstanding |
PreferredStockSharesOutstanding
|
0.00 | shares | Point-in-time |
| Total current assets |
AssetsCurrent
|
$188.47K | USD | Point-in-time |
| Prepaid expenses - non-current |
PrepaidExpenseNoncurrent
|
- | USD | Point-in-time |
| Prepaid expenses - non-current |
PrepaidExpenseNoncurrent
|
$78.63K | USD | Point-in-time |
| Investment held in Trust Account |
AssetsHeldInTrustNoncurrent
|
$290.72M | USD | Point-in-time |
| Investment held in Trust Account |
AssetsHeldInTrustNoncurrent
|
$287.52M | USD | Point-in-time |
| Total assets |
Assets
|
$290.91M | USD | Point-in-time |
| Total assets |
Assets
|
$288.44M | USD | Point-in-time |
| Accounts payable and accrued expenses |
AccruedLiabilitiesCurrent
|
$275.50K | USD | Point-in-time |
| Accounts payable and accrued expenses |
AccruedLiabilitiesCurrent
|
$4.63M | USD | Point-in-time |
| Income taxes payable |
AccruedIncomeTaxesCurrent
|
- | USD | Point-in-time |
| Income taxes payable |
AccruedIncomeTaxesCurrent
|
$330.15K | USD | Point-in-time |
| Promissory notes to related parties |
NotesPayableCurrent
|
- | USD | Point-in-time |
| Promissory notes to related parties |
NotesPayableCurrent
|
$370.00K | USD | Point-in-time |
| Convertible promissory notes related parties, at fair value |
NotesPayableRelatedPartiesClassifiedCurrent
|
$1.41M | USD | Point-in-time |
| Convertible promissory notes related parties, at fair value |
NotesPayableRelatedPartiesClassifiedCurrent
|
$956.12K | USD | Point-in-time |
| Total current liabilities |
LiabilitiesCurrent
|
$6.74M | USD | Point-in-time |
| Total current liabilities |
LiabilitiesCurrent
|
$1.23M | USD | Point-in-time |
| Warrant liabilities |
WarrantLiability
|
$12.65M | USD | Point-in-time |
| Warrant liabilities |
WarrantLiability
|
$12.15M | USD | Point-in-time |
| Total liabilities |
Liabilities
|
$18.89M | USD | Point-in-time |
| Total liabilities |
Liabilities
|
$13.88M | USD | Point-in-time |
| Commitments and Contingencies |
CommitmentsAndContingencies
|
- | USD | Point-in-time |
| Commitments and Contingencies |
CommitmentsAndContingencies
|
- | USD | Point-in-time |
| Class A Common Stock subject to possible redemption; 28,750,000 shares at redemption value ($10.10 and $10.00 at December 31, 2022 and 2021, respectively) |
TemporaryEquityCarryingAmountAttributableToParent
|
$287.50M | USD | Point-in-time |
| Class A Common Stock subject to possible redemption; 28,750,000 shares at redemption value ($10.10 and $10.00 at December 31, 2022 and 2021, respectively) |
TemporaryEquityCarryingAmountAttributableToParent
|
$290.35M | USD | Point-in-time |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
PreferredStockValue
|
- | USD | Point-in-time |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
PreferredStockValue
|
- | USD | Point-in-time |
| Accumulated deficit |
RetainedEarningsAccumulatedDeficit
|
$-18.33M | USD | Point-in-time |
| Accumulated deficit |
RetainedEarningsAccumulatedDeficit
|
$-12.94M | USD | Point-in-time |
| Total Stockholders' Deficit |
StockholdersEquity
|
$-12.94M | USD | Point-in-time |
| Total Stockholders' Deficit |
StockholdersEquity
|
$-18.33M | USD | Point-in-time |
| Total Stockholders' Deficit |
StockholdersEquity
|
$23.34K | USD | Point-in-time |
| Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit |
LiabilitiesAndStockholdersEquity
|
$288.44M | USD | Point-in-time |
| Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit |
LiabilitiesAndStockholdersEquity
|
$290.91M | USD | Point-in-time |
Income Statement
22 line items
| Line Item | Tag | Value | Unit | Period |
|---|---|---|---|---|
| Operating costs |
FormationAndOperatingCosts
|
$1.68M | USD | Annual |
| Operating costs |
FormationAndOperatingCosts
|
$6.15M | USD | Annual |
| Loss from operations |
OperatingIncomeLoss
|
$-1.68M | USD | Annual |
| Loss from operations |
OperatingIncomeLoss
|
$-6.15M | USD | Annual |
| Interest income from Trust Account |
InvestmentIncomeInterest
|
$16.15K | USD | Annual |
| Interest income from Trust Account |
InvestmentIncomeInterest
|
$3.99M | USD | Annual |
| Initial fair value adjustment of promissory note |
InitialFMVAdjustmentOfPromissoryNote
|
- | USD | Annual |
| Initial fair value adjustment of promissory note |
InitialFMVAdjustmentOfPromissoryNote
|
$-18.32K | USD | Annual |
| Change in fair value of promissory note |
FairValueAdjustmentOfPromissoryNote
|
$-83.77K | USD | Annual |
| Change in fair value of promissory note |
FairValueAdjustmentOfPromissoryNote
|
$170.74K | USD | Annual |
| Change in fair value of warrant liabilities |
FairValueAdjustmentOfWarrants
|
$-498.00K | USD | Annual |
| Change in fair value of warrant liabilities |
FairValueAdjustmentOfWarrants
|
$-6.16M | USD | Annual |
| Offering costs allocated to warrant |
OfferingCostsAllocatedToWarrants
|
$280.83K | USD | Annual |
| Offering costs allocated to warrant |
OfferingCostsAllocatedToWarrants
|
- | USD | Annual |
| Total other income, net |
NonoperatingIncomeExpense
|
$4.32M | USD | Annual |
| Total other income, net |
NonoperatingIncomeExpense
|
$5.96M | USD | Annual |
| (Loss) Income before provision for income taxes |
IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
|
$4.27M | USD | Annual |
| (Loss) Income before provision for income taxes |
IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
|
$-1.83M | USD | Annual |
| Provision for income taxes |
IncomeTaxExpenseBenefit
|
- | USD | Annual |
| Provision for income taxes |
IncomeTaxExpenseBenefit
|
$757.07K | USD | Annual |
| Net (Loss) Income |
NetIncomeLoss
|
$4.27M | USD | Annual |
| Net (Loss) Income |
NetIncomeLoss
|
$-2.59M | USD | Annual |
Cash Flow Statement
56 line items
| Line Item | Tag | Value | Unit | Period |
|---|---|---|---|---|
| Net (loss) income |
NetIncomeLoss
|
$4.27M | USD | Annual |
| Net (loss) income |
NetIncomeLoss
|
$-2.59M | USD | Annual |
| Interest earned on Trust Account |
InterestEarnedOnMarketableSecuritiesHeldInTrustAccount
|
$-16.15K | USD | Annual |
| Interest earned on Trust Account |
InterestEarnedOnMarketableSecuritiesHeldInTrustAccount
|
$-3.99M | USD | Annual |
| Initial fair value adjustment of promissory note |
InitialFMVAdjustmentOfPromissoryNote
|
- | USD | Annual |
| Initial fair value adjustment of promissory note |
InitialFMVAdjustmentOfPromissoryNote
|
$-18.32K | USD | Annual |
| Change in fair value of promissory note |
FairValueAdjustmentOfPromissoryNote
|
$-83.77K | USD | Annual |
| Change in fair value of promissory note |
FairValueAdjustmentOfPromissoryNote
|
$170.74K | USD | Annual |
| Change in fair value of warrant liabilities |
FairValueAdjustmentOfWarrants
|
$-498.00K | USD | Annual |
| Change in fair value of warrant liabilities |
FairValueAdjustmentOfWarrants
|
$-6.16M | USD | Annual |
| Offering costs allocated to warrants |
OfferingCostsAllocatedToWarrants
|
$280.83K | USD | Annual |
| Offering costs allocated to warrants |
OfferingCostsAllocatedToWarrants
|
- | USD | Annual |
| Prepaid expenses |
IncreaseDecreaseInPrepaidExpense
|
$600.51K | USD | Annual |
| Prepaid expenses |
IncreaseDecreaseInPrepaidExpense
|
$-512.30K | USD | Annual |
| Accounts payable and accrued expenses |
IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
|
$275.50K | USD | Annual |
| Accounts payable and accrued expenses |
IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
|
$4.35M | USD | Annual |
| Income taxes payable |
IncreaseDecreaseInAccruedIncomeTaxesPayable
|
- | USD | Annual |
| Income taxes payable |
IncreaseDecreaseInAccruedIncomeTaxesPayable
|
$330.15K | USD | Annual |
| Net cash used in operating activities |
NetCashProvidedByUsedInOperatingActivities
|
$-1.71M | USD | Annual |
| Net cash used in operating activities |
NetCashProvidedByUsedInOperatingActivities
|
$-2.01M | USD | Annual |
| Investment of cash into Trust Account |
PaymentsToAcquireRestrictedInvestments
|
$287.50M | USD | Annual |
| Investment of cash into Trust Account |
PaymentsToAcquireRestrictedInvestments
|
- | USD | Annual |
| Cash withdrawn from Trust Account for income and franchise taxes |
ProceedsFromSaleOfRestrictedInvestments
|
- | USD | Annual |
| Cash withdrawn from Trust Account for income and franchise taxes |
ProceedsFromSaleOfRestrictedInvestments
|
$786.92K | USD | Annual |
| Net cash provided by (used in) investing activities |
NetCashProvidedByUsedInInvestingActivities
|
$-287.50M | USD | Annual |
| Net cash provided by (used in) investing activities |
NetCashProvidedByUsedInInvestingActivities
|
$786.92K | USD | Annual |
| Proceeds from Initial Public Offering, net of underwriters' discount |
ProceedsFromIssuanceInitialPublicOffering
|
$281.75M | USD | Annual |
| Proceeds from Initial Public Offering, net of underwriters' discount |
ProceedsFromIssuanceInitialPublicOffering
|
- | USD | Annual |
| Proceeds from issuance of Private Placement Warrants |
ProceedsFromIssuanceOfWarrants
|
$7.75M | USD | Annual |
| Proceeds from issuance of Private Placement Warrants |
ProceedsFromIssuanceOfWarrants
|
- | USD | Annual |
| Proceeds from promissory notes - related party |
ProceedsFromRelatedPartyDebt
|
$1.20M | USD | Annual |
| Proceeds from promissory notes - related party |
ProceedsFromRelatedPartyDebt
|
$705.00K | USD | Annual |
| Repayment of promissory notes - related party |
RepaymentsOfRelatedPartyDebt
|
- | USD | Annual |
| Repayment of promissory notes - related party |
RepaymentsOfRelatedPartyDebt
|
$75.17K | USD | Annual |
| Payments of offering costs |
PaymentsOfStockIssuanceCosts
|
$799.80K | USD | Annual |
| Payments of offering costs |
PaymentsOfStockIssuanceCosts
|
- | USD | Annual |
| Net cash provided by financing activities |
NetCashProvidedByUsedInFinancingActivities
|
$289.82M | USD | Annual |
| Net cash provided by financing activities |
NetCashProvidedByUsedInFinancingActivities
|
$705.00K | USD | Annual |
| Net Change in Cash |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect
|
$-222.51K | USD | Annual |
| Net Change in Cash |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect
|
$313.75K | USD | Annual |
| Cash Beginning of period |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
$322.77K | USD | Point-in-time |
| Cash Beginning of period |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
$100.26K | USD | Point-in-time |
| Cash Beginning of period |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
$9.01K | USD | Point-in-time |
| Cash End of period |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
$322.77K | USD | Point-in-time |
| Cash End of period |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
$100.26K | USD | Point-in-time |
| Cash End of period |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
$9.01K | USD | Point-in-time |
| Initial value of Class A common stock subject to possible redemption |
InitialValueOfClassACommonStockSubjectToPossibleRedemption
|
- | USD | Annual |
| Initial value of Class A common stock subject to possible redemption |
InitialValueOfClassACommonStockSubjectToPossibleRedemption
|
$268.95M | USD | Annual |
| Remeasurement to Redemption Value |
TemporaryEquityAccretionToRedemptionValue
|
$18.55M | USD | Annual |
| Remeasurement to Redemption Value |
TemporaryEquityAccretionToRedemptionValue
|
$2.85M | USD | Annual |
| Initial fair value of warrant liabilities |
InitialValueOfWarrantLiabilities
|
$18.80M | USD | Annual |
| Initial fair value of warrant liabilities |
InitialValueOfWarrantLiabilities
|
- | USD | Annual |
| Initial measurement of fair value of Promissory Notes |
NotesIssued1
|
$52.13K | USD | Annual |
| Initial measurement of fair value of Promissory Notes |
NotesIssued1
|
$143.44K | USD | Annual |
| Payment of income taxes |
IncomeTaxesPaidNet
|
$426.92K | USD | Annual |
| Payment of income taxes |
IncomeTaxesPaidNet
|
- | USD | Annual |
Stockholders Equity
12 line items
| Line Item | Tag | Value | Unit | Period |
|---|---|---|---|---|
| Balance |
StockholdersEquity
|
$-12.94M | USD | Point-in-time |
| Balance |
StockholdersEquity
|
$-18.33M | USD | Point-in-time |
| Balance |
StockholdersEquity
|
$23.34K | USD | Point-in-time |
| Remeasurement of Class A common stock to possible redemption |
TemporaryEquityAccretionToRedemptionValue
|
$18.55M | USD | Annual |
| Remeasurement of Class A common stock to possible redemption |
TemporaryEquityAccretionToRedemptionValue
|
$2.85M | USD | Annual |
| Initial fair value adjustment of promissory note |
InitialFmvAdjustmentOnPromissoryNote
|
$52.13K | USD | Annual |
| Initial fair value adjustment of promissory note |
InitialFmvAdjustmentOnPromissoryNote
|
$143.44K | USD | Annual |
| Net income (loss) |
NetIncomeLoss
|
$4.27M | USD | Annual |
| Net income (loss) |
NetIncomeLoss
|
$-2.59M | USD | Annual |
| Balance |
StockholdersEquity
|
$-12.94M | USD | Point-in-time |
| Balance |
StockholdersEquity
|
$-18.33M | USD | Point-in-time |
| Balance |
StockholdersEquity
|
$23.34K | USD | Point-in-time |
Data is extracted from SEC EDGAR XBRL filings. Values shown are as reported in the filing.