XML 34 R22.htm IDEA: XBRL DOCUMENT v3.22.2.2
Description of Organization and Business Operations (Details) - USD ($)
1 Months Ended 9 Months Ended
Sep. 27, 2022
Sep. 21, 2022
Sep. 21, 2022
Sep. 24, 2020
Sep. 30, 2022
Description of Organization and Business Operations (Details) [Line Items]          
Offering costs (in Dollars)         $ 9,957,390
Underwriting fees (in Dollars)         3,500,000
Deferred underwriting fees (in Dollars)         6,125,000
Other offering costs (in Dollars)         507,390
Offset credit paid by underwriter (in Dollars)         175,000
Cash (in Dollars)         $ 1,436,262
Initial public offering, description       Following the closing of the Initial Public Offering on September 24, 2020, an amount of $175,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”) located in the United States, which will only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-end investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.  
Aggregate fair market value, percentage         80.00%
Percentage of outstanding voting securities         50.00%
Public share price per share (in Dollars per share)         $ 10
Net tangible assets (in Dollars)         $ 5,000,001
Ne tangible book value (in Dollars)     $ 5,000,001    
Public share percentage         20.00%
Public shares redeem percentage         100.00%
Common stock shares   200,000 200,000    
Preferred stock shares   20,000,000 20,000,000    
Ownership percentage     20.00%    
Public price per share (in Dollars per share)         $ 10
Reduction per share (in Dollars)         $ 10
Stockholders holding description   At the special meeting of stockholders on September 21, 2022, in connection with the extension, stockholders holding 15,453,391 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $154,874,303 (approximately $10.02 per share), which included $340,393 of interest earned on the Trust Account which was not previously used to pay the Company’s tax obligation, was removed from the Trust Account to pay such holders. Following these redemptions, the Company had 2,046,609 shares of Class A common stock outstanding and the aggregate amount remaining in the Trust Account at the time was $20,511,170.       
Special Common Stock [Member]          
Description of Organization and Business Operations (Details) [Line Items]          
Common stock shares   20,000,000 20,000,000    
IPO [Member]          
Description of Organization and Business Operations (Details) [Line Items]          
Sale of warrants       17,500,000  
Sale of stock price per share (in Dollars per share)       $ 10  
Generating gross proceeds (in Dollars)       $ 175,000,000  
Common stock shares   100,000,000 100,000,000    
IPO [Member] | Minimum [Member]          
Description of Organization and Business Operations (Details) [Line Items]          
Common stock shares   86,000,000 86,000,000    
IPO [Member] | Maximum [Member]          
Description of Organization and Business Operations (Details) [Line Items]          
Common stock shares   120,000,000 120,000,000    
Private Warrants [Member]          
Description of Organization and Business Operations (Details) [Line Items]          
Sale of warrants         6,150,000
Sale of stock price per share (in Dollars per share)         $ 1
Generating gross proceeds (in Dollars)         $ 6,150,000
Class A Common Stock [Member]          
Description of Organization and Business Operations (Details) [Line Items]          
Common stock shares   45,000,000 45,000,000    
Class B Common Stock [Member]          
Description of Organization and Business Operations (Details) [Line Items]          
Common stock shares   10,000,000 10,000,000    
Class C Common Stock [Member]          
Description of Organization and Business Operations (Details) [Line Items]          
Common stock shares   25,000,000 25,000,000    
Convertible common stock 200,000        
Business Combination [Member]          
Description of Organization and Business Operations (Details) [Line Items]          
Business combination, description         The Company initially had until September 21, 2022 (or such later date as may be approved by the stockholders in an amendment to the Certificate of Incorporation) to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, 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 franchise and income tax obligations and net of up to $50,000 of interest available to be used for liquidation expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.