10-K Filing
Filing Information
| Form Type | 10-K |
| Accession Number | 0001193125-23-099499 |
| Period End Date | 20221231 |
| Filing Date | 20230413 |
| Fiscal Year | 2022 |
| Fiscal Period | FY |
| XBRL Instance | d483704d10k_htm.xml |
Filing Contents
This filing contains the following financial statements:
Balance Sheet
50 line items
| Line Item | Tag | Value | Unit | Period |
|---|---|---|---|---|
| Cash |
CashAndCashEquivalentsAtCarryingValue
|
$319.22K | USD | Point-in-time |
| Cash |
CashAndCashEquivalentsAtCarryingValue
|
$87.85K | USD | Point-in-time |
| Prepaid expenses |
PrepaidExpenseCurrent
|
$463.96K | USD | Point-in-time |
| Prepaid expenses |
PrepaidExpenseCurrent
|
$191.67K | USD | Point-in-time |
| Preferred stock par or stated value per share |
PreferredStockParOrStatedValuePerShare
|
$0.00 | USD | Point-in-time |
| Total current assets |
AssetsCurrent
|
$279.52K | USD | Point-in-time |
| Total current assets |
AssetsCurrent
|
$783.18K | 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 |
| Prepaid expenses, non-current |
PrepaidExpenseNoncurrent
|
- | USD | Point-in-time |
| Prepaid expenses, non-current |
PrepaidExpenseNoncurrent
|
$180.00K | USD | Point-in-time |
| Preferred stock shares authorized |
PreferredStockSharesAuthorized
|
1.00M | shares | Point-in-time |
| Preferred stock shares issued |
PreferredStockSharesIssued
|
0.00 | shares | Point-in-time |
| Preferred stock shares issued |
PreferredStockSharesIssued
|
0.00 | shares | Point-in-time |
| Marketable securities held in Trust Account |
MarketableSecuritiesNoncurrent
|
$225.01M | USD | Point-in-time |
| Marketable securities held in Trust Account |
MarketableSecuritiesNoncurrent
|
$228.25M | USD | Point-in-time |
| Preferred stock shares outstanding |
PreferredStockSharesOutstanding
|
0.00 | shares | Point-in-time |
| Total Assets |
Assets
|
$228.53M | USD | Point-in-time |
| Total Assets |
Assets
|
$225.97M | USD | Point-in-time |
| Preferred stock shares outstanding |
PreferredStockSharesOutstanding
|
0.00 | shares | Point-in-time |
| Accounts payable and accrued expenses |
AccountsPayableAndAccruedLiabilitiesCurrent
|
$285.18K | USD | Point-in-time |
| Accounts payable and accrued expenses |
AccountsPayableAndAccruedLiabilitiesCurrent
|
$2.41M | USD | Point-in-time |
| Income taxes payable |
AccruedIncomeTaxesCurrent
|
$600.70K | USD | Point-in-time |
| Income taxes payable |
AccruedIncomeTaxesCurrent
|
- | USD | Point-in-time |
| Due to related party |
DueToRelatedPartiesCurrent
|
$71.94K | USD | Point-in-time |
| Due to related party |
DueToRelatedPartiesCurrent
|
$191.94K | USD | Point-in-time |
| Promissory noterelated party |
NotesPayableCurrent
|
$1.15M | USD | Point-in-time |
| Promissory noterelated party |
NotesPayableCurrent
|
- | USD | Point-in-time |
| Total current liabilities |
LiabilitiesCurrent
|
$4.35M | USD | Point-in-time |
| Total current liabilities |
LiabilitiesCurrent
|
$357.12K | USD | Point-in-time |
| Warrant liabilities |
WarrantLiability
|
$7.38M | USD | Point-in-time |
| Warrant liabilities |
WarrantLiability
|
$2.28M | USD | Point-in-time |
| Deferred underwriting commissions |
DeferredUnderwritingCommissionsNonCurrent
|
$7.88M | USD | Point-in-time |
| Deferred underwriting commissions |
DeferredUnderwritingCommissionsNonCurrent
|
$7.88M | USD | Point-in-time |
| Total Liabilities |
Liabilities
|
$15.62M | USD | Point-in-time |
| Total Liabilities |
Liabilities
|
$14.51M | USD | Point-in-time |
| Commitments and Contingencies (Note 6) |
CommitmentsAndContingencies
|
- | USD | Point-in-time |
| Temporary equityClass A common stock subject to possible redemption, 22,500,000 shares at approximately $10.10 and $10.00 as of December 31, 2022 and December 31, 2021, respectively |
CommonStocksSubjectToPossibleRedemption
|
$227.26M | USD | Point-in-time |
| Temporary equityClass A common stock subject to possible redemption, 22,500,000 shares at approximately $10.10 and $10.00 as of December 31, 2022 and December 31, 2021, respectively |
CommonStocksSubjectToPossibleRedemption
|
$225.01M | 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 |
| Additional paid-in capital |
AdditionalPaidInCapital
|
- | USD | Point-in-time |
| Additional paid-in capital |
AdditionalPaidInCapital
|
- | USD | Point-in-time |
| Accumulated deficit |
RetainedEarningsAccumulatedDeficit
|
$-13.23M | USD | Point-in-time |
| Accumulated deficit |
RetainedEarningsAccumulatedDeficit
|
$-14.65M | USD | Point-in-time |
| Total stockholders' deficit |
StockholdersEquity
|
- | USD | Point-in-time |
| Total stockholders' deficit |
StockholdersEquity
|
$-14.65M | USD | Point-in-time |
| Total stockholders' deficit |
StockholdersEquity
|
$-13.23M | USD | Point-in-time |
| Total Liabilities, Temporary Equity and Stockholders' Deficit |
LiabilitiesAndStockholdersEquity
|
$225.97M | USD | Point-in-time |
| Total Liabilities, Temporary Equity and Stockholders' Deficit |
LiabilitiesAndStockholdersEquity
|
$228.53M | USD | Point-in-time |
Income Statement
21 line items
| Line Item | Tag | Value | Unit | Period |
|---|---|---|---|---|
| Formation and operating costs |
FormationAndOperatingCosts
|
$1.00M | USD | Annual |
| Formation and operating costs |
FormationAndOperatingCosts
|
$4.08M | USD | Annual |
| Loss from operations |
OperatingIncomeLoss
|
$-1.00M | USD | Annual |
| Loss from operations |
OperatingIncomeLoss
|
$-4.08M | USD | Annual |
| Change in fair value of warrants |
FairValueAdjustmentOfWarrants
|
$-5.10M | USD | Annual |
| Change in fair value of warrants |
FairValueAdjustmentOfWarrants
|
$-3.30M | USD | Annual |
| Change in fair value of over-allotment liability |
FairValueAdjustmentsOfOverAllotmentLiability
|
$228.56K | USD | Annual |
| Change in fair value of over-allotment liability |
FairValueAdjustmentsOfOverAllotmentLiability
|
- | USD | Annual |
| Warrant issuance costs |
WarrantIssuanceCosts
|
- | USD | Annual |
| Warrant issuance costs |
WarrantIssuanceCosts
|
$391.11K | USD | Point-in-time |
| Warrant issuance costs |
WarrantIssuanceCosts
|
$391.11K | USD | Annual |
| Trust interest income |
InterestIncomeOther
|
$8.59K | USD | Annual |
| Trust interest income |
InterestIncomeOther
|
$3.25M | USD | Annual |
| Total other income, net |
NonoperatingIncomeExpense
|
$3.15M | USD | Annual |
| Total other income, net |
NonoperatingIncomeExpense
|
$8.35M | USD | Annual |
| Income before provision for income taxes |
IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
|
$2.15M | USD | Annual |
| Income before provision for income taxes |
IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest
|
$4.27M | USD | Annual |
| Provision for income taxes |
IncomeTaxExpenseBenefit
|
$600.70K | USD | Annual |
| Provision for income taxes |
IncomeTaxExpenseBenefit
|
- | USD | Annual |
| Net income |
NetIncomeLoss
|
$3.67M | USD | Annual |
| Net income |
NetIncomeLoss
|
$2.15M | USD | Annual |
Cash Flow Statement
57 line items
| Line Item | Tag | Value | Unit | Period |
|---|---|---|---|---|
| Net income |
NetIncomeLoss
|
$3.67M | USD | Annual |
| Net income |
NetIncomeLoss
|
$2.15M | USD | Annual |
| Trust interest income |
InvestmentIncomeInterest
|
$8.59K | USD | Annual |
| Trust interest income |
InvestmentIncomeInterest
|
$3.25M | USD | Annual |
| Change in fair value of warrants |
FairValueAdjustmentOfWarrants
|
$-5.10M | USD | Annual |
| Change in fair value of warrants |
FairValueAdjustmentOfWarrants
|
$-3.30M | USD | Annual |
| Change in fair value of over-allotment liability |
FairValueAdjustmentsOfOverAllotmentLiability
|
$228.56K | USD | Annual |
| Change in fair value of over-allotment liability |
FairValueAdjustmentsOfOverAllotmentLiability
|
- | USD | Annual |
| Stock-based compensation |
ShareBasedCompensation
|
- | USD | Annual |
| Stock-based compensation |
ShareBasedCompensation
|
$208.25K | USD | Annual |
| Warrant issuance costs |
WarrantIssuanceCosts
|
- | USD | Annual |
| Warrant issuance costs |
WarrantIssuanceCosts
|
$391.11K | USD | Point-in-time |
| Warrant issuance costs |
WarrantIssuanceCosts
|
$391.11K | USD | Annual |
| Prepaid expenses |
IncreaseDecreaseInPrepaidExpense
|
$-452.29K | USD | Annual |
| Prepaid expenses |
IncreaseDecreaseInPrepaidExpense
|
$643.96K | USD | Annual |
| Due to related party |
IncreaseDecreaseInDueToRelatedParties
|
$120.00K | USD | Annual |
| Due to related party |
IncreaseDecreaseInDueToRelatedParties
|
$71.94K | USD | Annual |
| Accounts payable and accrued expenses |
IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
|
$376.55K | USD | Annual |
| Accounts payable and accrued expenses |
IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
|
$2.12M | USD | Annual |
| Income taxes payable |
IncreaseDecreaseInAccruedIncomeTaxesPayable
|
$600.70K | USD | Annual |
| Income taxes payable |
IncreaseDecreaseInAccruedIncomeTaxesPayable
|
- | USD | Annual |
| Net cash used in operating activities |
NetCashProvidedByUsedInOperatingActivities
|
$-988.66K | USD | Annual |
| Net cash used in operating activities |
NetCashProvidedByUsedInOperatingActivities
|
$-1.38M | USD | Annual |
| Marketable securities held in Trust Account |
PaymentsToAcquireRestrictedInvestments
|
$225.00M | USD | Annual |
| Marketable securities held in Trust Account |
PaymentsToAcquireRestrictedInvestments
|
- | USD | Annual |
| Net cash used in investing activities |
NetCashProvidedByUsedInInvestingActivities
|
$-225.00M | USD | Annual |
| Net cash used in investing activities |
NetCashProvidedByUsedInInvestingActivities
|
- | USD | Annual |
| Proceeds from Initial Public Offering, net of underwriters' fees |
ProceedsFromIssuanceInitialPublicOffering
|
$220.50M | USD | Annual |
| Proceeds from Initial Public Offering, net of underwriters' fees |
ProceedsFromIssuanceInitialPublicOffering
|
- | USD | Annual |
| Proceeds from private placement |
ProceedsFromDerivativeInstrumentFinancingActivities
|
- | USD | Annual |
| Proceeds from private placement |
ProceedsFromDerivativeInstrumentFinancingActivities
|
$6.50M | USD | Annual |
| Proceeds from issuance of promissory note to related party |
Proceedsfromissuanceofpromissorynotetorelatedparty
|
$1.15M | USD | Annual |
| Proceeds from issuance of promissory note to related party |
Proceedsfromissuanceofpromissorynotetorelatedparty
|
- | USD | Annual |
| Repayment of promissory note to related party |
RepaymentsOfRelatedPartyDebt
|
- | USD | Annual |
| Repayment of promissory note to related party |
RepaymentsOfRelatedPartyDebt
|
$66.37K | USD | Annual |
| Payment of offering costs |
PaymentsOfStockIssuanceCosts
|
$625.76K | USD | Annual |
| Payment of offering costs |
PaymentsOfStockIssuanceCosts
|
- | USD | Annual |
| Net cash provided by financing activities |
NetCashProvidedByUsedInFinancingActivities
|
$226.31M | USD | Annual |
| Net cash provided by financing activities |
NetCashProvidedByUsedInFinancingActivities
|
$1.15M | USD | Annual |
| Net change in cash |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
|
$319.22K | USD | Annual |
| Net change in cash |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
|
$-231.37K | USD | Annual |
| Cash, beginning of the period |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
$319.22K | USD | Point-in-time |
| Cash, beginning of the period |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
$87.85K | USD | Point-in-time |
| Cash, beginning of the period |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
- | USD | Point-in-time |
| Cash, end of the period |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
$319.22K | USD | Point-in-time |
| Cash, end of the period |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
$87.85K | USD | Point-in-time |
| Cash, end of the period |
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
- | USD | Point-in-time |
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock |
DeferredOfferingCostsPaidBySponsorInExchangeForIssuanceOfClassBCommonStock
|
- | USD | Annual |
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock |
DeferredOfferingCostsPaidBySponsorInExchangeForIssuanceOfClassBCommonStock
|
$25.00K | USD | Annual |
| Deferred underwriting commissions charged to additional paid in capital |
DeferredUnderwritingCommissionChargedToAdditionalPaidInCapital
|
- | USD | Annual |
| Deferred underwriting commissions charged to additional paid in capital |
DeferredUnderwritingCommissionChargedToAdditionalPaidInCapital
|
$7.88M | USD | Annual |
| Deferred offering costs paid by Sponsor loan |
DeferredOfferingCostsPaidBySponsorLoan
|
$66.37K | USD | Annual |
| Deferred offering costs paid by Sponsor loan |
DeferredOfferingCostsPaidBySponsorLoan
|
- | USD | Annual |
| Accretion of Class A common stock to redemption value |
TemporaryEquityAccretionToRedemptionValue
|
$2.25M | USD | Annual |
| Accretion of Class A common stock to redemption value |
TemporaryEquityAccretionToRedemptionValue
|
$19.62M | USD | Annual |
| Initial classification of warrant liability |
LiabilitiesAssumed1
|
- | USD | Annual |
| Initial classification of warrant liability |
LiabilitiesAssumed1
|
$10.69M | USD | Annual |
Stockholders Equity
13 line items
| Line Item | Tag | Value | Unit | Period |
|---|---|---|---|---|
| Beginning balance |
StockholdersEquity
|
- | USD | Point-in-time |
| Beginning balance |
StockholdersEquity
|
$-14.65M | USD | Point-in-time |
| Beginning balance |
StockholdersEquity
|
$-13.23M | USD | Point-in-time |
| Class B common stock issued to Sponsor |
StockIssuedDuringPeriodValueIssuedForServices
|
$25.00K | USD | Annual |
| Proceeds received in excess of fair value of private placement warrants |
AdjustmentsToAdditionalPaidInCapitalMarkToMarket
|
$2.58M | USD | Annual |
| Stock-based compensation |
AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue
|
$208.25K | USD | Annual |
| Remeasurement of Class A common stock to redemption value |
TemporaryEquityAccretionToRedemptionValue
|
$2.25M | USD | Annual |
| Remeasurement of Class A common stock to redemption value |
TemporaryEquityAccretionToRedemptionValue
|
$19.62M | USD | Annual |
| Net income |
NetIncomeLoss
|
$3.67M | USD | Annual |
| Net income |
NetIncomeLoss
|
$2.15M | USD | Annual |
| Ending balance |
StockholdersEquity
|
- | USD | Point-in-time |
| Ending balance |
StockholdersEquity
|
$-14.65M | USD | Point-in-time |
| Ending balance |
StockholdersEquity
|
$-13.23M | USD | Point-in-time |
Data is extracted from SEC EDGAR XBRL filings. Values shown are as reported in the filing.