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Initial Public Offering

12 Months Ended

Dec. 31, 2022

NOTE 3. INITIAL PUBLIC OFFERING

On December 20, 2021, the Company consummated its IPO of 22,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (the “Public Warrants”). On January 11, 2022, the underwriter partially exercised its over-allotment option, resulting in the sale on January 14, 2022 of an additional 2,869,342 Units.

All of the 24,869,342 shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity,” and with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity.

As of December 31, 2022 and 2021, the common stock subject to redemption reflected on the balance sheets is reconciled in the following table:

Gross proceeds, including over-allotment	$	248,693,420
Less:
Proceeds allocated to Public Warrants		(8,264,360	)
Class A common stock issuance costs		(13,734,146	)
Plus:
Accretion of carrying value to redemption value		27,119,341
Class A common stock subject to possible redemption, December 31, 2022	$	253,814,255

Gross proceeds from IPO	$	220,000,000
Less:
Proceeds allocated to Public Warrants		(7,810,000	)
Class A common stock issuance costs		(12,156,008	)
Plus:
Accretion of carrying value to redemption value		22,166,008
Class A common stock subject to possible redemption, December 31, 2021	$	222,200,000