UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2023

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to            

 

CF ACQUISITION CORP. IV

(Exact name of registrant as specified in its charter)

 

Delaware   001-39824   85-1042073

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

110 East 59th Street,

New York, NY

   10022
(Address of principal executive offices)   (Zip Code)

 

(212) 938-5000

Registrant’s telephone number, including area code

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

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-third of one redeemable warrant   CFIVU   The Nasdaq Stock Market LLC
Class A common stock, par value
$0.0001 per share		   CFIV   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share   CFIVW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has 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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒   No ☐

 

As of August 14, 2023, there were 20,915,927 shares of Class A common stock, par value $0.0001 per share, and 133,750 shares of Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding.

 

 

 

 

 

CF ACQUISITION CORP. IV

Quarterly Report on Form 10-Q

 

Table of Contents

 

      Page No.
PART I. FINANCIAL INFORMATION    
       
Item 1. Financial Statements   1
       
  Condensed Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022   1
       
  Condensed Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)   2
       
  Condensed Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)   3
       
  Condensed Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)   4
       
  Notes to Unaudited Condensed Financial Statements   5
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   22
       
Item 3. Quantitative and Qualitative Disclosures About Market Risk   28
       
Item 4. Controls and Procedures   28
       
PART II. OTHER INFORMATION    
       
Item 1. Legal Proceedings   29
       
Item 1A. Risk Factors   29
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   29
       
Item 3. Defaults Upon Senior Securities   30
       
Item 4. Mine Safety Disclosures   30
       
Item 5. Other Information   30
       
Item 6. Exhibits   30
       
SIGNATURES   31

 

i

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CF ACQUISITION CORP. IV

CONDENSED BALANCE SHEETS

 

   June 30,
2023		   December 31,
2022		 
   (Unaudited)     
Assets:        
Current Assets:        
Cash  $25,000   $370,444 
Prepaid expenses   368,669    
—
 
Total Current Assets   393,669    370,444 
Cash held in the Trust Account   79,418,550    104,179,365 
Total Assets  $79,812,219   $104,549,809 
           
Liabilities and Stockholders’ Deficit:          
Current Liabilities:          
Accrued expenses  $1,457,705   $1,131,523 
Sponsor loan – promissory notes   6,053,832    3,008,656 
Franchise tax payable   50,000    40,050 
Payable to related party   
—
    38,686 
Other current liability   
—
    1,247,404 
Total Current Liabilities   7,561,537    5,466,319 
Warrant liability   1,077,800    1,309,000 
FPS liability   985,827    1,037,644 
Total Liabilities   9,625,164    7,812,963 
           
Commitments and Contingencies   
 
    
 
 
Class A common stock subject to possible redemption, 7,549,677 and 10,251,420 shares issued and outstanding at redemption value of $10.38 and $10.06 per share as of June 30, 2023 and December 31, 2022, respectively   78,371,684    103,157,017 
Stockholders’ Deficit:          
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of both June 30, 2023 and December 31, 2022   
—
    
—
 
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 13,366,250 and 1,000,000 shares issued and outstanding (excluding 7,549,677 and 10,251,420 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively   1,337(1)   100 
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 133,750 and 12,500,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively   13(1)   1,250 
Accumulated deficit   (8,185,979)   (6,421,521)
Total Stockholders’ Deficit   (8,184,629)   (6,420,171)
           
Total Liabilities, Stockholders’ Deficit and Commitments and Contingencies  $79,812,219   $104,549,809 

 

(1)On June 12, 2023, the Company issued 12,366,250 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 12,366,250 shares of Class B common stock held by the Sponsor (See Note 6).

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

1

 

 

CF ACQUISITION CORP. IV

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   For the Three Months Ended
June 30,		  

For the Six Months Ended

June 30,

 
   2023   2022   2023    2022 
                  
General and administrative costs  $246,916   $43,954   $536,155    $315,414 
Administrative expenses - related party   30,000    30,000    60,000     60,000 
Franchise tax expense   80,000    66,521    130,000     116,521 
Loss from operations   (356,916)   (140,475)   (726,155)    (491,935)
Interest income on cash and investments held in the Trust Account   1,392,330    1,212,899    3,396,476     1,225,230 
Interest expense on mandatorily redeemable Class A common stock   (859,362)   
—
    (859,362)    
—
 
Changes in fair value of warrant liability   622,200    5,191,799    231,200     10,975,199 
Changes in fair value of FPS liability   (132,034)   1,012,176    51,817     1,206,184 
Net income before provision for income taxes   666,218    7,276,399    2,093,976     12,914,678 
Provision for income taxes   486,496    192,748    896,866     192,748 
Net income  $179,722   $7,083,651   $1,197,110    $12,721,930 
                      
Weighted average number of shares of common stock outstanding:                     
Class A – Public shares   9,954,525    50,000,000    10,101,323     50,000,000 
Class A – Private placement   3,581,964(1)   1,000,000    2,305,326(1)    1,000,000 
Class B – Common stock   9,918,036(1)   12,500,000    11,194,674(1)    12,500,000 
Basic and diluted net income per share:                     
Class A - Public shares
  $0.01   $0.11   $0.05    $0.20 
Class A - Private placement
  $0.01   $0.11   $0.05    $0.20 
Class B - Common stock
  $0.01   $0.11   $0.05    $0.20 

 

(1)On June 12, 2023, the Company issued 12,366,250 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 12,366,250 shares of Class B common stock held by the Sponsor (See Note 6).

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

2

 

 

CF ACQUISITION CORP. IV

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

For the Three and Six Months Ended June 30, 2023

 

   Common Stock   Additional       Total 
   Class A   Class B   Paid-In   Accumulated   Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit 
Balance - December 31, 2022   1,000,000   $100    12,500,000   $1,250   $
         —
   $(6,421,521)  $(6,420,171)
Accretion of redeemable shares of Class A common stock to redemption value   —    
—
    —    
—
    
—
    (2,746,007)   (2,746,007)
Net income   —    
—
    —    
—
    
—
    1,017,388    1,017,388 
Balance – March 31, 2023   1,000,000   $100    12,500,000   $1,250   $
—
   $(8,150,140)  $(8,148,790)
Share conversion (1)   12,366,250    1,237    (12,366,250)   (1,237)   
—
    
—
    
—
 
Accretion of redeemable shares of Class A common stock to redemption value   —    
—
    —    
—
    
—
    (215,561)   (215,561)
Net income   —    
—
    —    
—
    
—
    179,722    179,722 
Balance – June 30, 2023   13,366,250   $1,337    133,750   $13   $
—
   $(8,185,979)  $(8,184,629)

 

(1)On June 12, 2023, the Company issued 12,366,250 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 12,366,250 shares of Class B common stock held by the Sponsor (See Note 6)

 

For the Three and Six Months Ended June 30, 2022

 

   Common Stock   Additional       Accumulated
Other		   Total 
   Class A   Class B   Paid-In   Accumulated   Comprehensive   Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Loss   Deficit 
Balance – December 31, 2021   1,000,000   $100    12,500,000   $1,250   $282,902   $(17,132,396)  $
        —
   $(16,848,144)
Net income   —    
—
    —    
—
    
—
    5,638,279    
—
    5,638,279 
Balance - March 31, 2022   1,000,000   $100    12,500,000   $1,250   $282,902   $(11,494,117)  $
—
   $(11,209,865)
Net income   —    
—
    —    
—
    
—
    7,083,651    
—
    7,083,651 
Other comprehensive loss   —    
—
    —    
—
    
—
    
—
    (1,086,111)   (1,086,111)
Balance – June 30, 2022   1,000,000   $100    12,500,000   $1,250   $282,902   $(4,410,466)  $(1,086,111)  $(5,212,325)

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

3

 

 

CF ACQUISITION CORP. IV

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   Six Months Ended
June 30,		 
   2023   2022 
Cash flows from operating activities          
Net income  $1,197,110   $12,721,930 
Adjustments to reconcile net income to net cash used in operating activities:          
General and administrative expenses paid by related party   1,254,209    1,193,673 
Interest income on cash and investments held in the Trust Account   (3,396,476)   (1,225,230)
Interest expense on mandatorily redeemable Class A common stock   574,869    
—
 
Changes in fair value of warrant liability   (231,200)   (10,975,199)
Changes in fair value of FPS liability   (51,817)   (1,206,184)
Changes in operating assets and liabilities:          
Prepaid expenses   278,487    277,443 
Accrued expenses   326,182    (653,363)
Franchise tax payable   9,950    (158,070)
Net cash used in operating activities   (38,686)   (25,000)
           
Cash flows from investing activities          
Cash deposited in the Trust Account   (2,417,883)   
—
 
Proceeds from the Trust Account to pay franchise taxes   80,000    37,628 
Proceeds from the Trust Account to pay income taxes   926,000    
—
 
Proceeds from the Trust Account to repay bank overdraft facility   1,247,404    
—
 
Purchase of available-for-sale debt securities held in the Trust Account   
—
    (496,865,556)
Sale of cash equivalents held in the Trust Account   
—
    496,865,556 
Proceeds from the Trust Account to redeem Public Shares   28,321,769    
—
 
Net cash provided by investing activities   28,157,290    37,628 
           
Cash flows from financing activities          
Proceeds from related party – Sponsor loan   3,045,176    562,044 
Payment of related party payable   (1,940,051)   (574,672)
Repayment of bank overdraft facility   (1,429,436)   
—
 
Utilization of bank overdraft facility   182,032    
—
 
Redemption payment for Public Shares   (28,321,769)   
—
 
Net cash used in financing activities   (28,464,048)   (12,628)
           
Net change in cash   (345,444)   
—
 
Cash - beginning of the period   370,444    25,000 
Cash - end of the period  $25,000   $25,000 
           
Supplemental disclosure of non-cash financing activities          
Prepaid expenses paid with payables to related party  $647,156   $81,000 
Supplemental disclosure of cash flow information          
Cash paid for income taxes  $926,000   $
—
 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

4

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Note 1—Description of Organization, Business Operations and Basis of Presentation

 

CF Acquisition Corp. IV (the “Company”) was incorporated in Delaware on January 23, 2020. The Company was 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 (the “Business Combination”).

 

Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

 

As of June 30, 2023, the Company had not commenced operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the three and six months ended June 30, 2023, the Company generated non-operating income in the form of interest income from cash deposited in a demand account held at a U.S. bank. During the three and six months ended June 30, 2022, the Company generated non-operating income in the form of interest income from direct investments in U.S. government debt securities and investments in money market funds that invested in U.S. government debt securities and classified as cash equivalents from the proceeds derived from the Initial Public Offering. During the three and six months ended June 30, 2023 and 2022, the Company also recognized changes in the fair value of the warrant liability and FPS (as defined below) liability as other income (loss).

 

The Company’s sponsor is CFAC Holdings IV, LLC (the “Sponsor”). The registration statements for the Initial Public Offering became effective on December 22, 2020. On December 28, 2020, the Company consummated the Initial Public Offering of 50,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 5,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $500,000,000, which is described in Note 3. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable 30 days after the completion of the Business Combination and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation.

 

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,000,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $10,000,000, which is described in Note 4. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4).

 

Offering costs amounted to approximately $9,600,000, consisting of $9,100,000 of underwriting fees and approximately $500,000 of other costs.

 

5

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Following the closing of the Initial Public Offering and sale of the Private Placement Units on December 28, 2020, an amount of $500,000,000 ($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 Placement Units (see Note 4) was placed in a trust account (the “Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, which were initially invested only 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 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company. To mitigate the risk of the Company being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus be subject to regulation under the Investment Company Act, upon the 24-month anniversary of the effective date of the registration statement for the Initial Public Offering, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate any U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a U.S. bank until the earlier of the consummation of the Business Combination or the distribution of the Trust Account.

 

On December 22, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of time for the Company to consummate the Business Combination from December 28, 2022 to June 28, 2023 (or such shorter period of time as determined by the Company’s board of directors) (the “First Extension”). In connection with the First Extension, the Sponsor loaned the Company an aggregate amount of $2,767,883 (the “First Extension Loan”). In connection with the stockholder vote to approve the First Extension, 39,748,580 Public Shares were redeemed at $10.11 per share, resulting in a reduction of $402,003,579 in the amount held in the Trust Account.

 

On June 22, 2023, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an additional extension of time for the Company to consummate the Business Combination from June 28, 2023 to March 28, 2024 (or such shorter period of time as determined by the Company’s board of directors) (the “Second Extension”, and together with the First Extension, the “Extensions”). In connection with the Second Extension, the Sponsor agreed to loan the Company an aggregate amount of up to $1,350,000 (the “Second Extension Loan”), with (i) $150,000 (the “Monthly Amount”) deposited into the Trust Account in connection with the first funding of the Second Extension Loan on June 28, 2023, and (ii) the Monthly Amount being deposited into the Trust Account for each calendar month (commencing on July 29, 2023 and ending on the 28th day of each subsequent month), or portion thereof, that is needed by the Company to complete the Business Combination. In connection with the stockholder vote to approve the Second Extension, 2,701,743 Public Shares were redeemed at approximately $10.48 per share, resulting in a reduction of $28,321,769 in the amount held in the Trust Account.

 

Each of the First Extension Loan and the Second Extension Loan bears no interest and is due and payable on the date on which the Company consummates the Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

 

Initial Business Combination — The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating the Business Combination. There is no assurance that the Company will be able to complete the Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company will only complete the 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.

 

6

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

The Company will provide the 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 the 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 the 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. The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined in Note 4). There will be no redemption rights upon the completion of the Business Combination with respect to the Company’s warrants. The Company will proceed with the Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of the 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 its amended and restated certificate of incorporation (as may be amended, 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 the Business Combination. If, however, stockholder approval of the Business Combination 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 Business Combination. If the Company seeks stockholder approval in connection with the Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of the Business Combination.

 

Notwithstanding the foregoing, the Amended and Restated 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 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 Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company does not complete the Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

 

Forward Purchase Contract — In connection with the Initial Public Offering, the Sponsor committed, pursuant to a forward purchase contract with the Company (the “FPA”), to purchase, in a private placement for gross proceeds of $15,000,000 to occur concurrently with the consummation of the Business Combination, 1,500,000 of the Company’s Units on substantially the same terms as the sale of Units in the Initial Public Offering at $10.00 per Unit, and 375,000 shares of Class A common stock (for no additional consideration) (the securities issuable pursuant to the FPA, the “FPS”). The funds from the sale of the FPS will be used as part of the consideration to the sellers in the Business Combination; any excess funds from this private placement will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their Public Shares and provides the Company with a minimum funding level for the Business Combination.

 

Failure to Consummate a Business Combination — The Company has until March 28, 2024 (which was originally December 28, 2022 but has been extended by the Extensions), or a later date approved by the Company’s stockholders in accordance with the Amended and Restated Certificate of Incorporation, to consummate the Business Combination (the “Combination Period”). If the Company is unable to complete the Business Combination by the end of 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 taxes, other than excise tax (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 the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, 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. 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 the Business Combination within the Combination Period.

 

7

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

The initial stockholders have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the Private Placement Shares if the Company fails to complete the Business Combination within the Combination Period. However, if the initial stockholders 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 the Business Combination within the Combination Period. 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 less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $10.00 per share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, 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 all vendors, service providers, 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, except for the Company’s underwriters and independent registered public accounting firm.

 

Liquidity and Capital Resources

 

As of June 30, 2023 and December 31, 2022, the Company had $25,000 and approximately $370,000 of cash in its operating account, respectively. As of June 30, 2023 and December 31, 2022, the Company had a working capital deficit of approximately $7,168,000 and $5,096,000, respectively. As of June 30, 2023 and December 31, 2022, approximately $1,733,000 and $1,022,000, respectively, of interest income earned on funds held in the Trust Account was available to pay taxes.

 

The Company’s liquidity needs through June 30, 2023 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $158,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, the Sponsor Loan (as defined below), the 2022 Working Capital Loan (as defined below) and the 2023 Working Capital Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor loaned the Company $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4).

 

On September 30, 2022, the Company entered into a Working Capital Loan (the “2022 Working Capital Loan”) with the Sponsor in the amount of up to $1,000,000 in connection with advances the Sponsor will make to the Company for working capital expenses, which 2022 Working Capital Loan has been fully drawn.

 

On December 22, 2022, the Company entered into the First Extension Loan with the Sponsor pursuant to which the Sponsor loaned the Company $2,767,883 in the aggregate.

 

On June 22, 2023, the Company entered into the Second Extension Loan with the Sponsor in the amount of up to $1,350,000. The funding of the initial Monthly Amount was deposited into the Trust Account on June 28, 2023, and additional fundings of the Monthly Amount will be deposited into the Trust Account for each calendar month thereafter (commencing on July 29, 2023 and ending on the 28th day of each subsequent month through March 28, 2024), or portion thereof, that is needed by the Company to complete the Business Combination.

 

On June 30, 2023, the Company entered into a Working Capital Loan (the “2023 Working Capital Loan”) with the Sponsor in the amount of up to $750,000 in connection with advances the Sponsor will make to the Company for working capital expenses.

 

Each of the 2022 Working Capital Loan, the First Extension Loan, the Second Extension Loan and the 2023 Working Capital Loan bears no interest and is due and payable on the date on which the Company consummates the Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

 

As of June 30, 2023 and December 31, 2022, approximately $6,054,000 and approximately $3,009,000, respectively, was outstanding under the loans payable by the Company to the Sponsor. As of June 30, 2023 and December 31, 2022, these amounts included $1,750,000 outstanding under the Sponsor Loan for both periods, $1,000,000 and approximately $798,000, respectively, outstanding under the 2022 Working Capital Loan, approximately $386,000 and $0, respectively, outstanding under the 2023 Working Capital Loan, approximately $2,768,000 and approximately $461,000, respectively, outstanding under the First Extension Loan, and $150,000 and $0, respectively, outstanding under the Second Extension Loan.

 

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of the Business Combination or one year from this filing. Over this time period, the Company will use these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting a target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

 

8

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Basis of Presentation

 

The unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2023 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K and the final prospectus filed by the Company with the SEC on March 31, 2023 and December 28, 2020, respectively.

 

Going Concern

 

In connection with the Company’s going concern considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern, the Company has until March 28, 2024 to consummate the Business Combination. The Company’s mandatory liquidation date, if the Business Combination is not consummated, raises substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities should the Company be unable to continue as a going concern. As discussed in Note 1, in the event of a mandatory liquidation, within ten business days, the Company will 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 taxes, other than excise tax (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares. 

 

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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

9

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

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 (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded foreign corporations that occur after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself and not its stockholders from which the shares are repurchased. In addition, certain exceptions apply to the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with the Business Combination, extension vote or otherwise, may be subject to the excise tax depending on a number of factors. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the excise tax. In December 2022, the Treasury Department issued Notice 2023-2, Initial Guidance Regarding the Application of the Excise Tax on Repurchases of Corporate Stock under Section 4501 of the Internal Revenue Code, indicating its intention to propose such regulations and issuing certain interim rules on which taxpayers may rely. Under the interim rules, liquidating distributions made by SPACs are exempt from the excise tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. Because the excise tax would be payable by the Company and not by the redeeming stockholders, the mechanics of any required payment of the excise tax have not yet been determined. The obligation of the Company to pay any excise tax could cause a reduction in the cash available on hand to complete the Business Combination and in the Company’s ability to complete the Business Combination.

 

As of June 30, 2023, the Company recognized excise tax payable of approximately $284,000 and presented in Accrued expenses on its unaudited condensed balance sheet in connection with the Second Extension vote and the resulting Public Shares redemption. In addition, for the three and six months ended June 30, 2023, the Company recognized approximately $284,000 of Interest expense on mandatorily redeemable Class A common stock on its unaudited condensed statements of operations.

 

Note 2—Summary of Significant Accounting Policies

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. 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 revenues and 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 unaudited condensed financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all short-term investments (if any) with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account or the Trust Account as of both June 30, 2023 and December 31, 2022. Bank overdrafts (if any) are presented as Other current liability in the Company’s unaudited condensed balance sheets.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. For the three and six months ended June 30, 2023 and 2022, the Company has not experienced losses on these accounts.

  

Fair Value of Financial Instruments

 

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement, approximates the carrying amounts represented in the unaudited condensed balance sheets, primarily due to their short-term nature, with the exception of the warrant and FPS liabilities.

 

Offering Costs Associated with the Initial Public Offering

 

Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering.

 

10

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Warrant and FPS Liability

 

The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants and FPS are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants and FPS are indexed to the Company’s own shares of common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the warrants and execution of the FPA and as of each subsequent quarterly period end date while the warrants and FPS are outstanding. For issued or modified warrants and for instruments to be issued pursuant to the FPA that meet all of the criteria for equity classification, such warrants and instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and for the FPA instruments that do not meet all the criteria for equity classification, such warrants and instruments are required to be recorded at their initial fair value on the date of issuance, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants and the FPS are recognized on the unaudited condensed statements of operations in the period of the change.

 

The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”), pursuant to which the warrants and FPS do not meet the criteria for equity classification and must be recorded as liabilities. See Note 7 for further discussion of the pertinent terms of the warrants and Note 8 for further discussion of the methodology used to determine the fair value of the warrants and FPS.

 

Class A Common Stock Subject to Possible Redemption

 

The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the unaudited condensed statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of approximately $575,000 in the unaudited condensed statements of operations for each of the three and six months ended June 30, 2023. Shares of conditionally redeemable Class A common stock (including shares of Class A 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 Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 7,549,677 and 10,251,420 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s unaudited condensed balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable shares of Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit.

 

Net Income Per Share of Common Stock

 

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. Net income per share of common stock is computed by dividing net income applicable to stockholders by the weighted average number of shares of common stock outstanding for the applicable periods. The Company applies the two-class method in calculating earnings per share and allocates net income pro-rata to shares of Class A common stock subject to possible redemption, nonredeemable shares of Class A common stock and shares of Class B common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

 

The Company has not considered the effect of the warrants to purchase an aggregate of 16,999,999 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented.

 

11

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

The following tables reflect the calculation of basic and diluted net income per share of common stock:

 

   For the Three Months Ended
June 30, 2023		   For the Three Months Ended
June 30, 2022		 
   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		 
Basic and diluted net income per share of common stock                        
Numerator:                        
Allocation of net income  $76,277   $27,447   $75,998   $5,577,678   $111,554   $1,394,419 
Denominator:                              
Basic and diluted weighted average number of shares of common stock outstanding
   9,954,525    3,581,964    9,918,036    50,000,000    1,000,000    12,500,000 
Basic and diluted net income per share of common stock
  $0.01   $0.01   $0.01   $0.11   $0.11   $0.11 

 

   For the Six Months Ended
June 30, 2023		   For the Six Months Ended
June 30, 2022		 
   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		 
Basic and diluted net income per share of common stock                        
Numerator:                        
Allocation of net income  $512,361   $116,931   $567,818   $10,017,268   $200,345   $2,504,317 
Denominator:                              
Basic and diluted weighted average number of shares of common stock outstanding
   10,101,323    2,305,326    11,194,674    50,000,000    1,000,000    12,500,000 
Basic and diluted net income per share of common stock
  $0.05   $0.05   $0.05   $0.20   $0.20   $0.20 

 

Income Taxes

 

The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of both June 30, 2023 and December 31, 2022, the Company had deferred tax assets with a full valuation allowance recorded against them.

  

ASC 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 tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

 

No amounts were accrued for the payment of interest and penalties as of both June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

  

The Company’s current taxable income primarily consists of interest income on cash and investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are currently not deductible. During the three and six months ended June 30, 2023, the Company recorded income tax expense of approximately $486,000 and $897,000, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2023 was 73.0% and 42.8% respectively. During both the three and six months ended June 30, 2022, the Company recorded income tax expense of approximately $193,000. The Company’s effective tax rate for the three and six months ended June 30, 2022 was 2.6% and 1.5%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the increase in state tax liability, change in fair value of warrant and FPA liabilities, which is not taxable and not deductible, and start-up costs, which are currently not deductible as they are deferred for tax purposes.

 

12

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Recent Accounting Pronouncements

 

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The ASU also enhances information transparency by making targeted improvements to the related disclosures guidance. Additionally, the amendments affect the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments. The new standard will become effective for the Company beginning January 1, 2024, can be applied using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed financial statements.

 

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

 

Note 3—Initial Public Offering

 

Pursuant to the Initial Public Offering, the Company sold 50,000,000 Units at a price of $10.00 per Unit, including 5,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each whole warrant, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock due to the underwriter not exercising the remaining portion of the over-allotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares).

 

Note 4—Related Party Transactions

 

Founder Shares

 

On January 23, 2020, the Sponsor purchased 11,500,000 shares of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On September 23, 2020, the Company effected a 1.25-for-1 stock split. On November 3, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 2,875,000 shares of Class B common stock, which the Company cancelled. On December 18, 2020, the Sponsor transferred an aggregate of 30,000 shares of Class B common stock to two of the independent directors of the Company. On December 22, 2020, the Company effected a 1.125-for-1 stock split. On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock due to the underwriter not exercising the remaining portion of the over-allotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares), resulting in an aggregate of 12,500,000 shares of Class B common stock (including any shares of Class A common stock issued or issuable upon conversion thereof, the “Founder Shares”) outstanding and held by the Sponsor and two of the independent directors of the Company. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions.

 

On June 12, 2023, the Company issued 12,366,250 shares of Class A common stock to the Sponsor upon the conversion of 12,366,250 shares of Class B common stock held by the Sponsor (the “Conversion”). The 12,366,250 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B common stock prior to the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of the Business Combination as described in the prospectus for the Initial Public Offering.

 

13

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the 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 the Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange 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.

 

Private Placement Units

 

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,000,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($10,000,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-third of one warrant (each whole warrant, a “Private Placement Warrant”). Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. On December 28, 2021, the Sponsor entered into an agreement pursuant to which it agreed to transfer 2,500 shares of Class A common stock to an independent director of the Company. The proceeds from the Private Placement Units have been added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete the Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

 

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 Units (including the component securities thereof) until 30 days after the completion of the Business Combination.

 

Underwriter

 

Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5).

 

Business Combination Marketing Agreement

 

The Company has engaged CF&Co. as an advisor in connection with any Business Combination to assist the Company in holding meetings with its stockholders to discuss any potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with any Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount equal to $18,500,000, which is equal to 3.5% of the gross proceeds of the base offering in the Initial Public Offering and 5.5% of the gross proceeds from the partial exercise of the underwriter’s over-allotment option.

 

Related Party Loans

 

The Sponsor made available to the Company, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to the closing of the Initial Public Offering, the amount outstanding under the Pre-IPO Note was approximately $158,000. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering.

 

14

 

  

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

In order to finance transaction costs in connection with an intended Business Combination, pursuant to the Sponsor Loan, the Sponsor loaned the Company $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, for the period commencing upon the consummation of the Initial Public Offering and concluding upon the consummation of the Business Combination. For each of the three months ended June 30, 2023 and 2022, the Company paid $30,000 for office space and administrative fees, and $60,000 for office space and administrative fees for each of the six months ended June 30, 2023 and 2022.

 

If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

 

On September 30, 2022, the Company entered into the 2022 Working Capital Loan with the Sponsor in the amount of up to $1,000,000 in connection with advances the Sponsor will make to the Company for working capital expenses, which 2022 Working Capital Loan has been fully drawn.

 

On June 30, 2023, the Company entered into the 2023 Working Capital Loan with the Sponsor in the amount of up to $750,000 in connection with advances the Sponsor will make to the Company for working capital expenses.

 

Each of the 2022 Working Capital Loan and the 2023 Working Capital Loan bears no interest and is due and payable on the date on which the Company consummates the Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

 

Except for the foregoing with respect to the 2022 Working Capital Loan and the 2023 Working Capital Loan, the terms of any other Working Capital Loans have not been determined and no written agreements exist with respect to such loans.

 

On December 22, 2022, the Company entered into the First Extension Loan pursuant to which the Sponsor loaned the Company $2,767,883 in the aggregate.

 

On June 22, 2023, the Company entered into the Second Extension Loan with the Sponsor in the amount of up to $1,350,000. The funding of the initial Monthly Amount was deposited into the Trust Account on June 28, 2023, and additional fundings of the Monthly Amount will be deposited into the Trust Account for each calendar month thereafter (commencing on July 29, 2023 and ending on the 28th day of each subsequent month through March 28, 2024), or portion thereof, that is needed by the Company to complete the Business Combination.

 

Each of the First Extension Loan and the Second Extension Loan bears no interest and is due and payable on the date on which the Company consummates the Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

 

As of June 30, 2023 and December 31, 2022, approximately $6,054,000 and approximately $3,009,000, respectively, was outstanding under the loans payable by the Company to the Sponsor. As of June 30, 2023 and December 31, 2022, these amounts included $1,750,000 outstanding under the Sponsor Loan for both periods, $1,000,000 and approximately $798,000, respectively, outstanding under the 2022 Working Capital Loan, approximately $386,000 and $0, respectively, outstanding under the 2023 Working Capital Loan, approximately $2,768,000 and approximately $461,000, respectively, outstanding under the First Extension Loan, and $150,000 and $0, respectively, outstanding under the Second Extension Loan.

 

The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included in Payable to related party on the accompanying unaudited condensed balance sheets. As of June 30, 2023 and December 31, 2022, the Company had accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of $0 and approximately $39,000, respectively.

 

15

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Note 5—Commitments and Contingencies

 

Registration Rights

 

Pursuant to a registration rights agreement entered into on December 22, 2020, the holders of Founder Shares and Private Placement Units (and any component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The Company granted CF&Co. a 45-day option to purchase up to 6,750,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On December 28, 2020, simultaneously with the closing of the Initial Public Offering, CF&Co. partially exercised the over-allotment option for 5,000,000 additional Units and advised the Company that it would not exercise the remaining portion of the over-allotment option.

 

CF&Co. was paid a cash underwriting discount of $9,000,000 in connection with the Initial Public Offering.

 

The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation.

 

Business Combination Marketing Agreement

 

The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see Note 4).

 

Risks and Uncertainties

 

Management continues to evaluate the impact of the military conflict in Ukraine on the financial markets and on the industry, and has concluded that while it is reasonably possible that the conflict could have an 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Note 6—Stockholders’ Deficit

 

Class A Common Stock - The Company is authorized to issue 240,000,000 shares of Class A common stock, par value $0.0001 per share. As of June 30, 2023 and December 31, 2022, there were 13,366,250 and 1,000,000 shares of Class A common stock issued and outstanding, excluding 7,549,677 and 10,251,420 shares (following the redemptions of 39,748,580 and 2,701,743 shares of Class A common stock in connection with the First Extension and Second Extension, respectively) subject to possible redemption, respectively. On June 12, 2023, pursuant to the Conversion, the Company issued 12,366,250 shares of Class A common stock to the Sponsor. As a result, as of June 30, 2023, the outstanding shares of Class A common stock comprised of 12,366,250 Founder Shares and 1,000,000 Private Placement Shares. As of December 31, 2022, the outstanding shares of Class A common stock comprised of the 1,000,000 Private Placement Shares. The Founder Shares and the Private Placement Shares do not contain the same redemption features contained in the Public Shares.

 

16

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Class B Common Stock - The Company is authorized to issue 40,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As a result of the Conversion, as of June 30, 2023, there were 133,750 shares of Class B common stock issued and outstanding. As of December 31, 2022, there were 12,500,000 shares of Class B common stock issued and outstanding.

 

Prior to the consummation of the Business Combination, only holders of shares of Class B common stock have the right to vote on the election of directors and holders of shares of Class A common stock are not entitled to vote on the election of directors during such time. Holders of shares of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

 

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the Private Placement Shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

 

On September 23, 2020, the Company effected a 1.25-for-1 stock split. On November 3, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 2,875,000 shares of Class B common stock, which the Company cancelled. On December 18, 2020, the Sponsor transferred an aggregate of 30,000 shares of Class B common stock to two of the independent directors of the Company. On December 22, 2020, the Company effected a 1.125-for-1 stock split. On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock, resulting in an aggregate of 12,500,000 shares of Class B common stock outstanding and held by the Sponsor and two of the independent directors of the Company as of such date.

 

Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of both June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

 

Note 7—Warrants

 

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of the Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available.

 

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Business Combination, the Company will use its commercially reasonable 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 Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company 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. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

 

17

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions.

 

Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers 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.

 

The Company may redeem the Public Warrants:

 

  ● in whole and not in part;

 

  ● at a price of $0.01 per warrant;

 

  ● at any time during the exercise period;

 

  ● upon a minimum of 30 days’ prior written notice of redemption;

 

  ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

 

  ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

 

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement.

 

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of any shares of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete the Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

 

Note 8—Fair Value Measurements on a Recurring Basis

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value.

 

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These three levels of the fair value hierarchy are:

 

  ● Level 1 measurements - unadjusted observable inputs such as quoted prices for identical instruments in active markets;

 

  ● Level 2 measurements - inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

  ● Level 3 measurements - unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

18

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value:

 

June 30, 2023

 

Description  Quoted
Prices in
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
 (Level 3)		   Total 
Liabilities:                
Warrant liability  $1,056,667   $21,133   $
—
   $1,077,800 
FPS liability   
—
    
—
    985,827    985,827 
Total Liabilities  $1,056,667   $21,133   $985,827   $2,063,627 

 

December 31, 2022

 

Description  Quoted
Prices in
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
(Level 3)		   Total 
Liabilities:                
Warrant liability  $1,283,333   $25,667   $
—
   $1,309,000 
FPS liability   
—
    
—
    1,037,644    1,037,644 
Total Liabilities  $1,283,333   $25,667   $1,037,644   $2,346,644 

 

Warrant Liability

 

The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s unaudited condensed balance sheets. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within Changes in fair value of warrant liability in the Company’s unaudited condensed statements of operations.

 

19

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

As of both June 30, 2023 and December 31, 2022, the fair value measurements of the Public Warrants fall within Level 1 fair value measurement inputs due to the use of an observable quoted price in an active market. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that of the Public Warrants. As such, the fair value of Private Placement Warrants is classified as Level 2 fair value measurements as of both June 30, 2023 and December 31, 2022. There were no transfers into or out of Level 3 fair value measurements during the three and six months ended June 30, 2023 or 2022.

 

The following tables present the changes in the fair value of warrant liability for the three and six months ended June 30, 2023 and 2022:  

 

  

Private
Placement

Warrants

  

Public

Warrants

   Warrant
Liability		 
Fair value as of December 31, 2022  $25,667   $1,283,333   $1,309,000 
Change in valuation inputs or other assumptions(1)   7,666    383,334    391,000 
Fair value as of March 31, 2023  $33,333   $1,666,667   $1,700,000 
Change in valuation inputs or other assumptions(1)   (12,200)   (610,000)   (622,200)
Fair value as of June 30, 2023  $21,133   $1,056,667   $1,077,800 

 

  

Private
Placement

Warrants

  

Public

Warrants

   Warrant
Liability		 
Fair value as of December 31, 2021  $246,699   $12,335,000   $12,581,699 
Change in valuation inputs or other assumptions(1)   (113,400)   (5,670,000)   (5,783,400)
Fair value as of March 31, 2022  $133,299   $6,665,000   $6,798,299 
Change in valuation inputs or other assumptions(1)   (101,799)   (5,090,000)   (5,191,799)
Fair value as of June 30, 2022  $31,500   $1,575,000   $1,606,500 

 

(1)Changes in valuation inputs or other assumptions are recognized in Changes in fair value of warrant liability in the unaudited condensed statements of operations.

 

FPS Liability

 

The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $15.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the shares of common stock and warrants to be issued pursuant to the FPA. The fair value of the shares of common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the shares of common stock and warrants to be issued compared to the $15.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of June 30, 2023 and December 31, 2022, the probability assigned to the consummation of the Business Combination was 19% and 25%, respectively. The probability was determined based on observed success rates of business combinations for special purpose acquisition companies.

 

20

 

 

CF ACQUISITION CORP. IV

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

The following tables present the changes in the fair value of the FPS liability for the three and six months ended June 30, 2023 and 2022:

 

   FPS
Liability		 
Fair value as of December 31, 2022  $1,037,644 
Change in valuation inputs or other assumptions(1)   (183,851)
Fair value as of March 31, 2023  $853,793 
Change in valuation inputs or other assumptions(1)   132,034 
Fair value as of June 30, 2023  $985,827 

 

   FPS
Liability		 
Fair value as of December 31, 2021  $2,774,932 
Change in valuation inputs or other assumptions(1)     (194,008)
Fair value as of March 31, 2022  $2,580,924 
Change in valuation inputs or other assumptions(1)     (1,012,176)
Fair value as of June 30, 2022  $1,568,748 

 

(1) Changes in valuation inputs or other assumptions are recognized in Changes in fair value of FPS liability in the unaudited condensed statements of operations.

 

Note 10—Subsequent Events

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.

 

21

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

References to the “Company,” “our,” “us” or “we” refer to CF Acquisition Corp. IV. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed 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.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q (this “Report”) includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

 

Overview

 

We are a blank check company incorporated in Delaware on January 23, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). Our sponsor is CFAC Holdings IV, LLC (the “Sponsor”).

 

Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Initial Business Combination, we are focusing our search on companies operating in the financial services, healthcare, real estate services, technology and software industries. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies.

 

Our registration statements for our initial public offering (the “Initial Public Offering”) became effective on December 22, 2020. On December 28, 2020, we consummated the Initial Public Offering of 50,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 5,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $500,000,000. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable 30 days after the completion of the Initial Business Combination and will expire 5 years after the completion of the Initial Business Combination, or earlier upon redemption or liquidation.

 

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 1,000,000 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement (the “Private Placement”), generating gross proceeds of $10,000,000.

 

22

 

 

Following the closing of the Initial Public Offering and sale of the Private Placement Units on December 28, 2020, an amount of $500,000,000 ($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 Placement Units was placed in a trust account (the “Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, which were initially invested only 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 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by us. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus be subject to regulation under the Investment Company Act, upon the 24-month anniversary of the effective date of the registration statement for the Initial Public Offering, we instructed Continental, the trustee with respect to the Trust Account, to liquidate any U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a U.S. bank until the earlier of the consummation of the Initial Business Combination or the distribution of the Trust Account.

 

On June 12, 2023, we issued 12,366,250 shares of Class A common stock to the Sponsor upon the conversion of 12,366,250 shares of Class B common stock held by the Sponsor (the “Conversion”). The 12,366,250 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B common stock prior to the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of the Initial Business Combination as described in the prospectus for the Initial Public Offering.

 

On December 22, 2022, at a special meeting of our stockholders, our stockholders approved an extension of time for us to consummate the Initial Business Combination from December 28, 2022 to June 28, 2023 (or such shorter period of time as determined by our board of directors) (the “First Extension”). In connection with the First Extension, the Sponsor loaned us an aggregate amount of $2,767,883 (the “First Extension Loan”). In connection with the stockholder vote to approve the First Extension, 39,748,580 Public Shares were redeemed at $10.11 per share, resulting in a reduction of $402,003,579 in the amount held in the Trust Account.

 

On June 22, 2023, at a special meeting of our stockholders, our stockholders approved an additional extension of time for us to consummate the Initial Business Combination from June 28, 2023 to March 28, 2024 (or such shorter period of time as determined by our board of directors) (the “Second Extension”, and together with the First Extension, the “Extensions”). In connection with the Second Extension, the Sponsor agreed to loan us an aggregate amount of up to $1,350,000 (the “Second Extension Loan”), with (i) $150,000 (the “Monthly Amount”) deposited into the Trust Account in connection with the first funding of the Second Extension Loan on June 28, 2023, and (ii) the Monthly Amount being deposited into the Trust Account for each calendar month thereafter (commencing on July 29, 2023 and ending on the 28th day of each subsequent month through March 28, 2024), or portion thereof, that is needed by us to complete the Initial Business Combination. In connection with the stockholder vote to approve the Second Extension, 2,701,743 Public Shares were redeemed at approximately $10.48 per share, resulting in a reduction of $28,321,769 in the amount held in the Trust Account.

 

Each of the First Extension Loan and the Second Extension Loan bears no interest and is due and payable on the date on which we consummate the Initial Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

 

We have until March 28, 2024 (which was originally December 28, 2022, but has been extended following the stockholder approval of the Extensions), or a later date approved by our stockholders in accordance with the Amended and Restated Certificate of Incorporation, to consummate the Initial Business Combination (the “Combination Period”). If we are unable to complete the Initial Business Combination by the end of the Combination 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 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 the case of clauses (ii) and (iii) to our 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 our warrants, which will expire worthless if we fail to complete the Initial Business Combination within the Combination Period.

 

23

 

 

Liquidity and Capital Resources

 

As of June 30, 2023 and December 31, 2022, we had $25,000 and approximately $370,000 of cash in our operating account, respectively. As of June 30, 2023 and December 31, 2022, we had a working capital deficit of approximately $7,168,000 and $5,096,000, respectively. As of June 30, 2023 and December 31, 2022, approximately $1,733,000 and $1,022,000, respectively, of interest income earned on funds held in the Trust Account was available to pay taxes.

 

Our liquidity needs through June 30, 2023 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the founder shares, a loan of approximately $158,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”), the proceeds from the consummation of the Private Placement with the Sponsor not held in the Trust Account, the Sponsor Loan (as defined below), the 2022 Working Capital Loan (as defined below) and the 2023 Working Capital Loan (as defined below). We fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with the Initial Business Combination, the Sponsor loaned us $1,750,000 to fund our expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Initial Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us additional loans (“Working Capital Loans”).

 

On September 30, 2022, we entered into a Working Capital Loan (the “2022 Working Capital Loan”) with the Sponsor in the amount of up to $1,000,000 in connection with advances the Sponsor will make to us for working capital expenses, which 2022 Working Capital Loan has been fully drawn.

 

On June 30, 2023, we entered into a Working Capital Loan (the “2023 Working Capital Loan”) with the Sponsor in the amount of up to $750,000 in connection with advances the Sponsor will make to us for working capital expenses.

 

On December 22, 2022, we entered into the First Extension Loan pursuant to which the Sponsor loaned us $2,767,883 in the aggregate.

 

On June 22, 2023, we entered into the Second Extension Loan with the Sponsor in the amount of up to $1,350,000. The funding of the initial Monthly Amount was deposited into the Trust Account on June 28, 2023, and additional fundings of the Monthly Amount will be deposited into the Trust Account for each calendar month thereafter (commencing on July 29, 2023 and ending on the 28th day of each subsequent month through March 28, 2024), or portion thereof, that is needed by us to complete the Initial Business Combination.

 

Each of the 2022 Working Capital Loan, the 2023 Working Capital Loan, the First Extension Loan and the Second Extension Loan bears no interest and is due and payable on the date on which we consummate the initial Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

 

As of June 30, 2023 and December 31, 2022, approximately $6,054,000 and approximately $3,009,000, respectively, was outstanding under the loans payable by us to the Sponsor. As of June 30, 2023 and December 31, 2022, these amounts included $1,750,000 outstanding under the Sponsor Loan for both periods, $1,000,000 and approximately $798,000, respectively, outstanding under the 2022 Working Capital Loan, approximately $386,000 and $0, respectively, outstanding under the 2023 Working Capital Loan, approximately $2,768,000 and approximately $461,000, respectively, outstanding under the First Extension Loan, and $150,000 and $0, respectively, outstanding under the Second Extension Loan.

  

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity from the Sponsor to meet our needs through the earlier of the consummation of the Initial Business Combination or one year from the date of this Report. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination.

 

24

 

 

Results of Operations

 

Our entire activity from inception through June 30, 2023 related to our formation, the Initial Public Offering, and to our efforts toward locating and completing a suitable Initial Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of the Initial Business Combination. We will generate non-operating income in the form of interest income on investments held in the Trust Account. We expect to 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.

 

For the three months ended June 30, 2023, we had net income of approximately $180,000, which consisted of approximately $1,392,000 of interest income from cash held in the Trust Account, $622,000 of gain from the change in fair value of warrant liability, partially offset by approximately $859,000 of interest expense, approximately $486,000 of income tax expense, approximately $247,000 of general and administrative expenses, approximately $132,000 of loss from the change in fair value of FPS liability, $80,000 of franchise tax expense, and $30,000 of administrative expenses paid to the Sponsor.

 

For the six months ended June 30, 2023, we had net income of approximately $1,197,000, which consisted of approximately $3,396,000 of interest income from cash and investments held in the Trust Account, approximately $231,000 of gain from the change in fair value of warrant liability, approximately $52,000 of gain from the change in fair value of FPS liability, partially offset by approximately $897,000 of income tax expense, approximately $859,000 of interest expense, approximately $536,000 of general and administrative expenses, $130,000 of franchise tax expense, and $60,000 of administrative expenses paid to the Sponsor.

 

For the three months ended June 30, 2022, we had net income of approximately $7,084,000, which consisted of approximately $5,192,000 of gain from the change in fair value of warrant liability, approximately $1,213,000 of interest income on investments held in the Trust Account, and approximately $1,012,000 of gain from the change in fair value of FPS liability, partially offset by approximately $193,000 of income tax expense, approximately $44,000 of general and administrative expenses, approximately $66,000 of franchise tax expense, and $30,000 of administrative expenses paid to the Sponsor.

 

For the six months ended June 30, 2022, we had net income of approximately $12,722,000, which consisted of approximately $10,975,000 of gain from the change in fair value of warrant liability, approximately $1,225,000 of interest income on investments held in the Trust Account, and approximately $1,206,000 of gain from the change in fair value of FPS liability, partially offset by approximately $315,000 of general and administrative expenses, approximately $193,000 of income tax expense, approximately $116,000 of franchise tax expense, and $60,000 of administrative expenses paid to the Sponsor.

 

Contractual Obligations

 

Business Combination Marketing Agreement

 

We engaged Cantor Fitzgerald & Co. (“CF&Co.”), an affiliate of the Sponsor, as an advisor in connection with any Initial Business Combination to assist us in holding meetings with our stockholders to discuss any potential Initial Business Combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing our securities and assist us with our press releases and public filings in connection with any Initial Business Combination. We will pay CF&Co. a cash fee for such services upon the consummation of the Initial Business Combination in an amount of $18,500,000, which is equal to, in the aggregate, 3.5% of the gross proceeds of the base offering in the Initial Public Offering, and 5.5% of the gross proceeds from the partial exercise of the underwriters’ over-allotment option.

 

Related Party Loans

 

In order to finance transaction costs in connection with an intended Initial Business Combination, the Sponsor loaned us $1,750,000 in the Sponsor Loan to fund expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, after the Initial Public Offering and prior to the Initial Business Combination.

 

On September 30, 2022, we entered into the 2022 Working Capital Loan in the amount of up to $1,000,000.

 

On December 22, 2022, we entered into the First Extension Loan with the Sponsor in the amount of up to $2,767,883.

 

On June 22, 2023, we entered into the Second Extension Loan with the Sponsor in the amount of up to $1,350,000.

 

On June 30, 2023, we entered into the 2023 Working Capital Loan in the amount of up to $750,000.

 

25

 

 

Each of the 2022 Working Capital Loan, the First Extension Loan, the Second Extension Loan and the 2023 Working Capital Loan bears no interest and is due and payable on the date on which we consummate the initial Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

 

As of June 30, 2023 and December 31, 2022, approximately $6,054,000 and approximately $3,009,000, respectively, was outstanding under the loans payable by us to the Sponsor. As of June 30, 2023 and December 31, 2022, these amounts included $1,750,000 outstanding under the Sponsor Loan for both periods, $1,000,000 and approximately $798,000, respectively, outstanding under the 2022 Working Capital Loan, approximately $386,000 and $0, respectively, outstanding under the 2023 Working Capital Loan, approximately $2,768,000 and approximately $461,000, respectively, outstanding under the First Extension Loan, and $150,000 and $0, respectively, outstanding under the Second Extension Loan.

 

The Sponsor pays expenses on our behalf. We reimburse the Sponsor for such expenses paid on our behalf. The unpaid balance is included in Payable to related party on the accompanying unaudited condensed balance sheets. As of June 30, 2023 and December 31, 2022, we had accounts payable outstanding to the Sponsor for such expenses paid on our behalf of $0 and approximately $39,000, respectively.

 

Critical Accounting Policies and Estimates

 

The preparation of our unaudited condensed 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, income and expenses, and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed balance sheets, unaudited condensed statements of operations, unaudited condensed statements of stockholders’ deficit and unaudited condensed statements of cash flows could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity.

 

Going Concern

 

In connection with our going concern considerations in accordance with guidance in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern, we have until March 28, 2024 to consummate the Initial Business Combination. Our mandatory liquidation date, if the Initial Business Combination is not consummated, raises substantial doubt about our ability to continue as a going concern. Our financial statements included in this Report do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities should we be unable to continue as a going concern. In the event of a mandatory liquidation, within ten business days, we will 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 taxes, other than excise tax (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares. 

 

Emerging Growth Company

 

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 registration statement under the Securities Act of 1933, as amended (the “Securities Act”) 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 transition period and comply with the requirements that apply to non-emerging growth companies but any such 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.

 

26

 

 

Warrant and FPS Liability

 

We account for our outstanding public warrants and private placement warrants and the securities underlying the forward purchase agreement with the Sponsor (the “FPA” and such securities, the “FPS”) in accordance with guidance in ASC 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity, under which the warrants and the FPS do not meet the criteria for equity classification and must be recorded as liabilities. As both the public and private placement warrants and the FPS meet the definition of a derivative under ASC 815, Derivatives and Hedging, they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement, with any subsequent changes in fair value recognized in the statements of operations in the period of change.

 

Class A Common Stock Subject to Possible Redemption

 

We account for our shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, we recognize interest expense on the accompanying unaudited condensed statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, we recognized interest expense of approximately $575,000 in the accompanying unaudited condensed statements of operations for each of the three and six months ended June 30, 2023. Shares of conditionally redeemable Class A common stock (including shares of Class A 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 our control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 7,549,677 and 10,251,420 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of our balance sheets. We recognize any subsequent changes in redemption value immediately as they occur and adjust the carrying value of redeemable shares of Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value of redeemable shares of Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit.

 

Net Income Per Share of Common Stock

 

We comply with the accounting and disclosure requirements of ASC 260, Earnings Per Share. Net income per share of common stock is computed by dividing net income applicable to stockholders by the weighted average number of shares of common stock outstanding for the applicable periods. We apply the two-class method in calculating earnings per share and allocate net income pro rata to shares of Class A common stock subject to possible redemption, nonredeemable shares of Class A common stock and shares of Class B common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

 

We have not considered the effect of the warrants to purchase an aggregate of 16,999,999 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented.

 

See Note 2—”Summary of Significant Accounting Policies” to our unaudited condensed financial statements in Part I, Item 1 of this Report for additional information regarding these critical accounting policies and other significant accounting policies.

 

Factors That May Adversely Affect Our Results of Operations

 

Our results of operations and our ability to complete the Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, and geopolitical instability, such as the military conflict in Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete the Initial Business Combination.   

 

27

 

 

Recent Developments

 

We have instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the earlier of the consummation of the Initial Business Combination or our liquidation. As a result, following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and the Private Placement are no longer invested in U.S. government debt securities or money market funds that invest in U.S. government debt securities.

 

Off-Balance Sheet Arrangements and Contractual Obligations

 

As of June 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

 

Item 3. 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.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

 

Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.

 

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.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes to our internal control over financial reporting during the quarterly period ended June 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

28

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

To the knowledge of our management team, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

 

Item 1A. Risk Factors.

 

As a smaller reporting company, we are not required to include risk factors in this Report. However, as of the date of this Report, there have been no material changes with respect to those risk factors previously disclosed in (i) our Registration Statement on Form S-1 with respect to the Initial Public Offering, initially filed with the SEC on December 7, 2020, as amended and declared effective on December 22, 2020 (File No. 333-251184), (ii) our Annual Reports on Forms 10-K/A and 10-K for the years ended December 31, 2020, 2021 and 2022, as filed with the SEC on December 23, 2021, March 31, 2022 and March 31, 2023, respectively, (iii) our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, as filed with the SEC on May 13, 2022, August 12, 2022 and November 14, 2022, respectively, and (iv) the Definitive Proxy Statements on Schedule 14A as filed with the SEC on December 2, 2022 and May 22, 2023, respectively. Any of the previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

(a) Sales of Unregistered Securities

 

On June 12, 2023, we issued an aggregate of 12,366,250 shares of Class A common stock to the Sponsor upon the conversion of 12,366,250 shares of Class B common stock held by the Sponsor in the Conversion. The 12,366,250 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B common stock prior to the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of the Initial Business Combination as described in the prospectus for the Initial Public Offering.

 

(b) Use of Proceeds - Not Applicable.

 

(c) Issuer Purchases of Securities

 

On June 22, 2023, at a special meeting of our stockholders, our stockholders approved the Second Extension. In connection with the stockholder vote to approve the Second Extension, 2,701,743 Public Shares were redeemed at approximately $10.48 per share, resulting in a reduction of $28,321,769 in the amount held in the Trust Account.

 

The following table contains monthly information about the repurchases of our equity securities for the three months ended June 30, 2023:

 

Period  (a) Total number of shares
(or units) purchased		   (b) Average price paid per share
(or unit)		   (c) Total number of shares
(or units) purchased as part of publicly announced plans or programs		   (d) Maximum number
(or approximate dollar value) of shares
(or units)
that may yet be purchased under the plans or programs		 
April 1 – April 30, 2023   —    —    —    — 
                     
May 1 – May 31, 2023   —    —    —    — 
                     
June 1 – June 30, 2023   2,701,743   $10.48    —    — 

 

29

 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits.

 

Exhibit No.   Description
3.1   Second Amendment to Amended and Restated Certificate of Incorporation of the Company.(1)
     
10.1   Promissory Note of the Company issued in favor of the Sponsor, dated June 22, 2023.(1)
     
10.2*   Promissory Note of the Company issued in favor of the Sponsor, dated June 30, 2023.
     
31.1*   Certification of the Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2*   Certification of the Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1**   Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2**   Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted 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

 

(1) Incorporated by reference to the Company’s Form 8-K, filed with the SEC on June 27, 2023.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  CF ACQUISITION CORP. IV
     
Date: August 14, 2023 By: /s/ Howard W. Lutnick
  Name:  Howard W. Lutnick
  Title: Chairman and Chief Executive Officer
    (Principal Executive Officer)
     
Date: August 14, 2023 By: /s/ Jane Novak
  Name:  Jane Novak
  Title: Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

31

 

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Exhibit 10.2

 

 

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  

 

PROMISSORY NOTE

 

Principal Amount:  Up to $750,000

Effective as of June 30, 2023

New York, New York

 

CF Acquisition Corp. IV, a Delaware corporation (the “Maker”), promises to pay to the order of CFAC Holdings IV, LLC or its registered assigns or successors in interest (the “Payee”), the principal sum of up to Seven Hundred Fifty Thousand Dollars ($750,000) in lawful money of the United States of America, on the terms and conditions described below.  All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

 

1.       Principal. The principal balance of this Note shall be payable by Maker on the date on which Maker consummates its initial business combination (the “Business Combination”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

 

2.       Interest. No interest shall accrue or be charged by Payee on the unpaid principal balance of this Note.

 

3.       Drawdown Requests. Maker and Payee agree that Maker may request up to $750,000 (the “Maximum Loan Amount”) for costs reasonably related to Maker’s working capital needs prior to the consummation of the Business Combination. The principal of this Note may be drawn down from time to time prior to the date on which Maker consummates a Business Combination, upon request from Maker to Payee (each, a “Drawdown Request”) in such amounts as Maker may determine in its discretion. Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is the Maximum Loan Amount. Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.

 

4.       Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

 

5.       Events of Default. The following shall constitute an event of default (“Event of Default”):

 

(a)     Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.

 

(b)    Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

 

(c)     Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

 

 

 

6.       Remedies.

 

(a)     Upon the occurrence of an Event of Default specified in Section 5(a), Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

 

(b)    Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

 

7.       Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

 

8.       Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

 

9.       Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

 

10.    Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.

 

11.    Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

12.    Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established by Maker in which the proceeds of Maker’s initial public offering and the proceeds of the sale of the units issued to the Payee in a private placement that occurred simultaneously with the closing of the IPO were deposited (the “Trust Account”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever; provided, however, that if Maker completes a Business Combination, Maker shall repay the principal balance of this Note, which may be out of the proceeds released to the Maker from the Trust Account.

 

 

 

13.    Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

 

14.    Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void; provided, however, this Note is freely assignable by the Payee to any assignee.

 

 

 

[Signature Page Follows]

 

 

 

 

 

 

 

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.  

 

  CF Acquisition Corp. IV
     
   By: /s/ Jane Novak
   Name:  Jane Novak
   Title:  Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to the Promissory Note by CF Acquisition Corp. IV in favor of CFAC Holdings IV, LLC for up to $750,000 for Working Capital – Effective as of June 30, 2023]

 

 

 

Exhibit 31.1

 

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934,

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

 

I, Howard W. Lutnick, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of CF Acquisition Corp. IV;

 

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)) 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;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  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: August 14, 2023 By: /s/ Howard W. Lutnick
    Howard W. Lutnick
    Chairman and Chief Executive Officer
    (Principal Executive Officer)

 

Exhibit 31.2

 

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934,

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

 

I, Jane Novak, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of CF Acquisition Corp. IV;

 

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)) 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;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  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: August 14, 2023 By: /s/ Jane Novak
    Jane Novak
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

Exhibit 32.1

 

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

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 Quarterly Report on Form 10-Q of CF Acquisition Corp. IV (the “Company”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Howard W. Lutnick, Chairman and Chief Executive 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 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 as of and for the period covered by the Report.

 

Date: August 14, 2023 By: /s/ Howard W. Lutnick
    Howard W. Lutnick
    Chairman and Chief Executive Officer
    (Principal Executive Officer)

 

 

Exhibit 32.2

 

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

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 Quarterly Report on Form 10-Q of CF Acquisition Corp. IV (the “Company”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission (the “Report”), I, Jane Novak, 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 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 as of and for the period covered by the Report.

 

Date: August 14, 2023 By: /s/ Jane Novak
    Jane Novak
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

 

v3.23.2
Document And Entity Information - shares
 6 Months Ended
Jun. 30, 2023
Aug. 14, 2023
Document Information Line Items    
Entity Registrant Name CF ACQUISITION CORP. IV  
Document Type 10-Q  
Current Fiscal Year End Date --12-31  
Amendment Flag false  
Entity Central Index Key 0001825249  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Jun. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Shell Company true  
Entity Ex Transition Period false  
Document Quarterly Report true  
Document Transition Report false  
Entity Incorporation, State or Country Code DE  
Entity File Number 001-39824  
Entity Tax Identification Number 85-1042073  
Entity Address, Address Line One 110 East 59th Street  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10022  
City Area Code (212)  
Local Phone Number 938-5000  
Entity Interactive Data Current Yes  
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant    
Document Information Line Items    
Trading Symbol CFIVU  
Title of 12(b) Security Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant  
Security Exchange Name NASDAQ  
Class A common stock, par value $0.0001 per share    
Document Information Line Items    
Trading Symbol CFIV  
Title of 12(b) Security Class A common stock, par value $0.0001 per share  
Security Exchange Name NASDAQ  
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share    
Document Information Line Items    
Trading Symbol CFIVW  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share  
Security Exchange Name NASDAQ  
Class A Common Stock    
Document Information Line Items    
Entity Common Stock, Shares Outstanding   20,915,927
Class B Common Stock    
Document Information Line Items    
Entity Common Stock, Shares Outstanding   133,750
v3.23.2
Condensed Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current Assets:    
Cash $ 25,000 $ 370,444
Prepaid expenses 368,669
Total Current Assets 393,669 370,444
Cash held in the Trust Account 79,418,550 104,179,365
Total Assets 79,812,219 104,549,809
Current Liabilities:    
Accrued expenses 1,457,705 1,131,523
Sponsor loan – promissory notes 6,053,832 3,008,656
Franchise tax payable 50,000 40,050
Payable to related party 38,686
Other current liability 1,247,404
Total Current Liabilities 7,561,537 5,466,319
Warrant liability 1,077,800 1,309,000
FPS liability 985,827 1,037,644
Total Liabilities 9,625,164 7,812,963
Commitments and Contingencies
Class A common stock subject to possible redemption, 7,549,677 and 10,251,420 shares issued and outstanding at redemption value of $10.38 and $10.06 per share as of June 30, 2023 and December 31, 2022, respectively 78,371,684 103,157,017
Stockholders’ Deficit:    
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of both June 30, 2023 and December 31, 2022
Class A common stock, $0.0001 par value; 240,000,000 shares authorized; 13,366,250 and 1,000,000 shares issued and outstanding (excluding 7,549,677 and 10,251,420 shares subject to possible redemption) as of June 30, 2023 and December 31, 2022, respectively 1,337 [1] 100
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 133,750 and 12,500,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 13 [1] 1,250
Accumulated deficit (8,185,979) (6,421,521)
Total Stockholders’ Deficit (8,184,629) (6,420,171)
Total Liabilities, Stockholders’ Deficit and Commitments and Contingencies $ 79,812,219 $ 104,549,809
[1] On June 12, 2023, the Company issued 12,366,250 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 12,366,250 shares of Class B common stock held by the Sponsor (See Note 6).
v3.23.2
Condensed Balance Sheets (Parentheticals) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Preferred stock par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock    
Common shares subject to issued possible redemption 7,549,677 10,251,420
Common shares subject to outstanding possible redemption 7,549,677 10,251,420
Common stock subject to possible redemption, per share (in Dollars per share) $ 10.38 $ 10.06
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 240,000,000 240,000,000
Common stock, shares issued 13,366,250 1,000,000
Common stock, shares outstanding 13,366,250 1,000,000
Class B Common Stock    
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 40,000,000 40,000,000
Common stock, shares issued 133,750 12,500,000
Common stock, shares outstanding 133,750 12,500,000
v3.23.2
Condensed Statements of Operations (Unaudited) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
General and administrative costs $ 246,916 $ 43,954 $ 536,155 $ 315,414
Administrative expenses - related party 30,000 30,000 60,000 60,000
Franchise tax expense 80,000 66,521 130,000 116,521
Loss from operations (356,916) (140,475) (726,155) (491,935)
Interest income on cash and investments held in the Trust Account 1,392,330 1,212,899 3,396,476 1,225,230
Interest expense on mandatorily redeemable Class A common stock (859,362) (859,362)
Changes in fair value of warrant liability 622,200 5,191,799 231,200 10,975,199
Changes in fair value of FPS liability (132,034) 1,012,176 51,817 1,206,184
Net income before provision for income taxes 666,218 7,276,399 2,093,976 12,914,678
Provision for income taxes 486,496 192,748 896,866 192,748
Net income $ 179,722 $ 7,083,651 $ 1,197,110 $ 12,721,930
Class A - Public Shares        
Weighted average number of shares of common stock outstanding:        
Weighted average number of common shares outstanding (in Shares) 9,954,525 50,000,000 10,101,323 50,000,000
Basic and diluted net income per share:        
Basic and diluted net income per share (in Dollars per share) $ 0.01 $ 0.11 $ 0.05 $ 0.2
Class A - Private Placement        
Weighted average number of shares of common stock outstanding:        
Weighted average number of common shares outstanding (in Shares) 3,581,964 [1] 1,000,000 2,305,326 [1] 1,000,000
Basic and diluted net income per share:        
Basic and diluted net income per share (in Dollars per share) $ 0.01 $ 0.11 $ 0.05 $ 0.2
Class B - Common Stock        
Weighted average number of shares of common stock outstanding:        
Weighted average number of common shares outstanding (in Shares) 9,918,036 [1] 12,500,000 11,194,674 [1] 12,500,000
Basic and diluted net income per share:        
Basic and diluted net income per share (in Dollars per share) $ 0.01 $ 0.11 $ 0.05 $ 0.2
[1] On June 12, 2023, the Company issued 12,366,250 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 12,366,250 shares of Class B common stock held by the Sponsor (See Note 6).
v3.23.2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Class A - Public Shares        
Diluted net income per share (in Dollars per share) $ 0.01 $ 0.11 $ 0.05 $ 0.20
Class A - Private Placement        
Diluted net income per share (in Dollars per share) 0.01 0.11 0.05 0.20
Class B - Common Stock        
Diluted net income per share (in Dollars per share) $ 0.01 $ 0.11 $ 0.05 $ 0.20
v3.23.2
Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)
Class A
Common Stock
Class B
Common Stock
Class B
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Loss
Total
Balance at Dec. 31, 2021 $ 100 $ 1,250   $ 282,902 $ (17,132,396) $ (16,848,144)
Balance (in Shares) at Dec. 31, 2021 1,000,000 12,500,000          
Net income   5,638,279 5,638,279
Balance at Mar. 31, 2022 $ 100 $ 1,250   282,902 (11,494,117) (11,209,865)
Balance (in Shares) at Mar. 31, 2022 1,000,000 12,500,000          
Balance at Dec. 31, 2021 $ 100 $ 1,250   282,902 (17,132,396) (16,848,144)
Balance (in Shares) at Dec. 31, 2021 1,000,000 12,500,000          
Net income     $ 2,504,317       12,721,930
Balance at Jun. 30, 2022 $ 100 $ 1,250   282,902 (4,410,466) (1,086,111) (5,212,325)
Balance (in Shares) at Jun. 30, 2022 1,000,000 12,500,000          
Balance at Mar. 31, 2022 $ 100 $ 1,250   282,902 (11,494,117) (11,209,865)
Balance (in Shares) at Mar. 31, 2022 1,000,000 12,500,000          
Net income 1,394,419 7,083,651 7,083,651
Other comprehensive loss   (1,086,111) (1,086,111)
Balance at Jun. 30, 2022 $ 100 $ 1,250   282,902 (4,410,466) $ (1,086,111) (5,212,325)
Balance (in Shares) at Jun. 30, 2022 1,000,000 12,500,000          
Balance at Dec. 31, 2022 $ 100 $ 1,250   (6,421,521)   (6,420,171)
Balance (in Shares) at Dec. 31, 2022 1,000,000 12,500,000          
Accretion of redeemable shares of Class A common stock to redemption value   (2,746,007)   (2,746,007)
Net income   1,017,388   1,017,388
Balance at Mar. 31, 2023 $ 100 $ 1,250   (8,150,140)   (8,148,790)
Balance (in Shares) at Mar. 31, 2023 1,000,000 12,500,000          
Balance at Dec. 31, 2022 $ 100 $ 1,250   (6,421,521)   (6,420,171)
Balance (in Shares) at Dec. 31, 2022 1,000,000 12,500,000          
Net income     567,818       1,197,110
Balance at Jun. 30, 2023 $ 1,337 $ 13   (8,185,979)   (8,184,629)
Balance (in Shares) at Jun. 30, 2023 13,366,250 133,750          
Balance at Mar. 31, 2023 $ 100 $ 1,250   (8,150,140)   (8,148,790)
Balance (in Shares) at Mar. 31, 2023 1,000,000 12,500,000          
Share conversion [1] $ 1,237 $ (1,237)    
Share conversion (in Shares) [1] 12,366,250 (12,366,250)          
Accretion of redeemable shares of Class A common stock to redemption value   (215,561)   (215,561)
Net income $ 75,998 179,722   179,722
Balance at Jun. 30, 2023 $ 1,337 $ 13   $ (8,185,979)   $ (8,184,629)
Balance (in Shares) at Jun. 30, 2023 13,366,250 133,750          
[1] On June 12, 2023, the Company issued 12,366,250 shares of nonredeemable Class A common stock to the Sponsor upon the conversion of 12,366,250 shares of Class B common stock held by the Sponsor (See Note 6)
v3.23.2
Condensed Statements of Cash Flows (Unaudited) - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities    
Net income $ 1,197,110 $ 12,721,930
Adjustments to reconcile net income to net cash used in operating activities:    
General and administrative expenses paid by related party 1,254,209 1,193,673
Interest income on cash and investments held in the Trust Account (3,396,476) (1,225,230)
Interest expense on mandatorily redeemable Class A common stock 574,869
Changes in fair value of warrant liability (231,200) (10,975,199)
Changes in fair value of FPS liability (51,817) (1,206,184)
Changes in operating assets and liabilities:    
Prepaid expenses 278,487 277,443
Accrued expenses 326,182 (653,363)
Franchise tax payable 9,950 (158,070)
Net cash used in operating activities (38,686) (25,000)
Cash flows from investing activities    
Cash deposited in the Trust Account (2,417,883)
Proceeds from the Trust Account to pay franchise taxes 80,000 37,628
Proceeds from the Trust Account to pay income taxes 926,000
Proceeds from the Trust Account to repay bank overdraft facility 1,247,404
Purchase of available-for-sale debt securities held in the Trust Account (496,865,556)
Sale of cash equivalents held in the Trust Account 496,865,556
Proceeds from the Trust Account to redeem Public Shares 28,321,769
Net cash provided by investing activities 28,157,290 37,628
Cash flows from financing activities    
Proceeds from related party – Sponsor loan 3,045,176 562,044
Payment of related party payable (1,940,051) (574,672)
Repayment of bank overdraft facility (1,429,436)
Utilization of bank overdraft facility 182,032
Redemption payment for Public Shares (28,321,769)
Net cash used in financing activities (28,464,048) (12,628)
Net change in cash (345,444)
Cash - beginning of the period 370,444 25,000
Cash - end of the period 25,000 25,000
Supplemental disclosure of non-cash financing activities    
Prepaid expenses paid with payables to related party 647,156 81,000
Supplemental disclosure of cash flow information    
Cash paid for income taxes $ 926,000
v3.23.2
Description of Organization, Business Operations and Basis of Presentation
 6 Months Ended
Jun. 30, 2023
Description of Organization, Business Operations and Basis of Presentation [Abstract]  
Description of Organization, Business Operations and Basis of Presentation

Note 1—Description of Organization, Business Operations and Basis of Presentation

 

CF Acquisition Corp. IV (the “Company”) was incorporated in Delaware on January 23, 2020. The Company was 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 (the “Business Combination”).

 

Although the Company is not limited in its search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, the Company intends to focus its search on companies operating in the financial services, healthcare, real estate services, technology and software industries. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

 

As of June 30, 2023, the Company had not commenced operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”) described below, and the Company’s efforts toward locating and completing a suitable Business Combination. The Company will not generate any operating revenues until after the completion of the Business Combination, at the earliest. During the three and six months ended June 30, 2023, the Company generated non-operating income in the form of interest income from cash deposited in a demand account held at a U.S. bank. During the three and six months ended June 30, 2022, the Company generated non-operating income in the form of interest income from direct investments in U.S. government debt securities and investments in money market funds that invested in U.S. government debt securities and classified as cash equivalents from the proceeds derived from the Initial Public Offering. During the three and six months ended June 30, 2023 and 2022, the Company also recognized changes in the fair value of the warrant liability and FPS (as defined below) liability as other income (loss).

 

The Company’s sponsor is CFAC Holdings IV, LLC (the “Sponsor”). The registration statements for the Initial Public Offering became effective on December 22, 2020. On December 28, 2020, the Company consummated the Initial Public Offering of 50,000,000 units (each, a “Unit” and with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), including 5,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $500,000,000, which is described in Note 3. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50. Each warrant will become exercisable 30 days after the completion of the Business Combination and will expire 5 years after the completion of the Business Combination, or earlier upon redemption or liquidation.

 

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,000,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit to the Sponsor in a private placement, generating gross proceeds of $10,000,000, which is described in Note 4. The proceeds of the Private Placement Units were deposited into the Trust Account (as defined below) and will be used to fund the redemption of the Public Shares subject to the requirements of applicable law (see Note 4).

 

Offering costs amounted to approximately $9,600,000, consisting of $9,100,000 of underwriting fees and approximately $500,000 of other costs.

 

Following the closing of the Initial Public Offering and sale of the Private Placement Units on December 28, 2020, an amount of $500,000,000 ($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 Placement Units (see Note 4) was placed in a trust account (the “Trust Account”) located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, which were initially invested only 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 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company. To mitigate the risk of the Company being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus be subject to regulation under the Investment Company Act, upon the 24-month anniversary of the effective date of the registration statement for the Initial Public Offering, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate any U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a U.S. bank until the earlier of the consummation of the Business Combination or the distribution of the Trust Account.

 

On December 22, 2022, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an extension of time for the Company to consummate the Business Combination from December 28, 2022 to June 28, 2023 (or such shorter period of time as determined by the Company’s board of directors) (the “First Extension”). In connection with the First Extension, the Sponsor loaned the Company an aggregate amount of $2,767,883 (the “First Extension Loan”). In connection with the stockholder vote to approve the First Extension, 39,748,580 Public Shares were redeemed at $10.11 per share, resulting in a reduction of $402,003,579 in the amount held in the Trust Account.

 

On June 22, 2023, at a special meeting of the Company’s stockholders, the Company’s stockholders approved an additional extension of time for the Company to consummate the Business Combination from June 28, 2023 to March 28, 2024 (or such shorter period of time as determined by the Company’s board of directors) (the “Second Extension”, and together with the First Extension, the “Extensions”). In connection with the Second Extension, the Sponsor agreed to loan the Company an aggregate amount of up to $1,350,000 (the “Second Extension Loan”), with (i) $150,000 (the “Monthly Amount”) deposited into the Trust Account in connection with the first funding of the Second Extension Loan on June 28, 2023, and (ii) the Monthly Amount being deposited into the Trust Account for each calendar month (commencing on July 29, 2023 and ending on the 28th day of each subsequent month), or portion thereof, that is needed by the Company to complete the Business Combination. In connection with the stockholder vote to approve the Second Extension, 2,701,743 Public Shares were redeemed at approximately $10.48 per share, resulting in a reduction of $28,321,769 in the amount held in the Trust Account.

 

Each of the First Extension Loan and the Second Extension Loan bears no interest and is due and payable on the date on which the Company consummates the Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

 

Initial Business Combination — The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating the Business Combination. There is no assurance that the Company will be able to complete the Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. However, the Company will only complete the 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.

 

The Company will provide the 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 the 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 the 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. The per share amount to be distributed to public stockholders who redeem the Public Shares will not be reduced by the Marketing Fee (as defined in Note 4). There will be no redemption rights upon the completion of the Business Combination with respect to the Company’s warrants. The Company will proceed with the Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of the 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 its amended and restated certificate of incorporation (as may be amended, 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 the Business Combination. If, however, stockholder approval of the Business Combination 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 Business Combination. If the Company seeks stockholder approval in connection with the Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined in Note 4), their Private Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of the Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by the initial stockholders in connection with the completion of the Business Combination.

 

Notwithstanding the foregoing, the Amended and Restated 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 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 Sponsor and the Company’s officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Public Shares if the Company does not complete the Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

 

Forward Purchase Contract — In connection with the Initial Public Offering, the Sponsor committed, pursuant to a forward purchase contract with the Company (the “FPA”), to purchase, in a private placement for gross proceeds of $15,000,000 to occur concurrently with the consummation of the Business Combination, 1,500,000 of the Company’s Units on substantially the same terms as the sale of Units in the Initial Public Offering at $10.00 per Unit, and 375,000 shares of Class A common stock (for no additional consideration) (the securities issuable pursuant to the FPA, the “FPS”). The funds from the sale of the FPS will be used as part of the consideration to the sellers in the Business Combination; any excess funds from this private placement will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their Public Shares and provides the Company with a minimum funding level for the Business Combination.

 

Failure to Consummate a Business Combination — The Company has until March 28, 2024 (which was originally December 28, 2022 but has been extended by the Extensions), or a later date approved by the Company’s stockholders in accordance with the Amended and Restated Certificate of Incorporation, to consummate the Business Combination (the “Combination Period”). If the Company is unable to complete the Business Combination by the end of 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 taxes, other than excise tax (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 the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, 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. 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 the Business Combination within the Combination Period.

 

The initial stockholders have agreed to waive their liquidation rights from the Trust Account with respect to the Founder Shares and the Private Placement Shares if the Company fails to complete the Business Combination within the Combination Period. However, if the initial stockholders 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 the Business Combination within the Combination Period. 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 less than $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account below $10.00 per share. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or 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”). Moreover, 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 all vendors, service providers, 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, except for the Company’s underwriters and independent registered public accounting firm.

 

Liquidity and Capital Resources

 

As of June 30, 2023 and December 31, 2022, the Company had $25,000 and approximately $370,000 of cash in its operating account, respectively. As of June 30, 2023 and December 31, 2022, the Company had a working capital deficit of approximately $7,168,000 and $5,096,000, respectively. As of June 30, 2023 and December 31, 2022, approximately $1,733,000 and $1,022,000, respectively, of interest income earned on funds held in the Trust Account was available to pay taxes.

 

The Company’s liquidity needs through June 30, 2023 have been satisfied through a contribution of $25,000 from the Sponsor in exchange for the issuance of the Founder Shares, a loan of approximately $158,000 from the Sponsor pursuant to a promissory note (the “Pre-IPO Note”) (see Note 4), the proceeds from the sale of the Private Placement Units not held in the Trust Account, the Sponsor Loan (as defined below), the 2022 Working Capital Loan (as defined below) and the 2023 Working Capital Loan (as defined below). The Company fully repaid the Pre-IPO Note upon completion of the Initial Public Offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor loaned the Company $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Business Combination (the “Sponsor Loan”). If the Sponsor Loan is insufficient, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (as defined in Note 4).

 

On September 30, 2022, the Company entered into a Working Capital Loan (the “2022 Working Capital Loan”) with the Sponsor in the amount of up to $1,000,000 in connection with advances the Sponsor will make to the Company for working capital expenses, which 2022 Working Capital Loan has been fully drawn.

 

On December 22, 2022, the Company entered into the First Extension Loan with the Sponsor pursuant to which the Sponsor loaned the Company $2,767,883 in the aggregate.

 

On June 22, 2023, the Company entered into the Second Extension Loan with the Sponsor in the amount of up to $1,350,000. The funding of the initial Monthly Amount was deposited into the Trust Account on June 28, 2023, and additional fundings of the Monthly Amount will be deposited into the Trust Account for each calendar month thereafter (commencing on July 29, 2023 and ending on the 28th day of each subsequent month through March 28, 2024), or portion thereof, that is needed by the Company to complete the Business Combination.

 

On June 30, 2023, the Company entered into a Working Capital Loan (the “2023 Working Capital Loan”) with the Sponsor in the amount of up to $750,000 in connection with advances the Sponsor will make to the Company for working capital expenses.

 

Each of the 2022 Working Capital Loan, the First Extension Loan, the Second Extension Loan and the 2023 Working Capital Loan bears no interest and is due and payable on the date on which the Company consummates the Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

 

As of June 30, 2023 and December 31, 2022, approximately $6,054,000 and approximately $3,009,000, respectively, was outstanding under the loans payable by the Company to the Sponsor. As of June 30, 2023 and December 31, 2022, these amounts included $1,750,000 outstanding under the Sponsor Loan for both periods, $1,000,000 and approximately $798,000, respectively, outstanding under the 2022 Working Capital Loan, approximately $386,000 and $0, respectively, outstanding under the 2023 Working Capital Loan, approximately $2,768,000 and approximately $461,000, respectively, outstanding under the First Extension Loan, and $150,000 and $0, respectively, outstanding under the Second Extension Loan.

 

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, to meet its needs through the earlier of the consummation of the Business Combination or one year from this filing. Over this time period, the Company will use these funds for paying existing accounts payable, identifying and evaluating prospective target businesses, performing due diligence on prospective target businesses, paying for travel expenditures, selecting a target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

 

Basis of Presentation

 

The unaudited condensed financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2023 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in unaudited condensed financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year or any future period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K and the final prospectus filed by the Company with the SEC on March 31, 2023 and December 28, 2020, respectively.

 

Going Concern

 

In connection with the Company’s going concern considerations in accordance with guidance in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements – Going Concern, the Company has until March 28, 2024 to consummate the Business Combination. The Company’s mandatory liquidation date, if the Business Combination is not consummated, raises substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities should the Company be unable to continue as a going concern. As discussed in Note 1, in the event of a mandatory liquidation, within ten business days, the Company will 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 taxes, other than excise tax (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares. 

 

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 an 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 unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

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 (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded foreign corporations that occur after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself and not its stockholders from which the shares are repurchased. In addition, certain exceptions apply to the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with the Business Combination, extension vote or otherwise, may be subject to the excise tax depending on a number of factors. The U.S. Department of the Treasury (the “Treasury Department”) has authority to promulgate regulations and provide other guidance regarding the excise tax. In December 2022, the Treasury Department issued Notice 2023-2, Initial Guidance Regarding the Application of the Excise Tax on Repurchases of Corporate Stock under Section 4501 of the Internal Revenue Code, indicating its intention to propose such regulations and issuing certain interim rules on which taxpayers may rely. Under the interim rules, liquidating distributions made by SPACs are exempt from the excise tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. Because the excise tax would be payable by the Company and not by the redeeming stockholders, the mechanics of any required payment of the excise tax have not yet been determined. The obligation of the Company to pay any excise tax could cause a reduction in the cash available on hand to complete the Business Combination and in the Company’s ability to complete the Business Combination.

 

As of June 30, 2023, the Company recognized excise tax payable of approximately $284,000 and presented in Accrued expenses on its unaudited condensed balance sheet in connection with the Second Extension vote and the resulting Public Shares redemption. In addition, for the three and six months ended June 30, 2023, the Company recognized approximately $284,000 of Interest expense on mandatorily redeemable Class A common stock on its unaudited condensed statements of operations.
v3.23.2
Summary of Significant Accounting Policies
 6 Months Ended
Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2—Summary of Significant Accounting Policies

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. 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 revenues and 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 unaudited condensed financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all short-term investments (if any) with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account or the Trust Account as of both June 30, 2023 and December 31, 2022. Bank overdrafts (if any) are presented as Other current liability in the Company’s unaudited condensed balance sheets.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. For the three and six months ended June 30, 2023 and 2022, the Company has not experienced losses on these accounts.

  

Fair Value of Financial Instruments

 

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value Measurement, approximates the carrying amounts represented in the unaudited condensed balance sheets, primarily due to their short-term nature, with the exception of the warrant and FPS liabilities.

 

Offering Costs Associated with the Initial Public Offering

 

Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering.

 

Warrant and FPS Liability

 

The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants and FPS are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants and FPS are indexed to the Company’s own shares of common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the warrants and execution of the FPA and as of each subsequent quarterly period end date while the warrants and FPS are outstanding. For issued or modified warrants and for instruments to be issued pursuant to the FPA that meet all of the criteria for equity classification, such warrants and instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and for the FPA instruments that do not meet all the criteria for equity classification, such warrants and instruments are required to be recorded at their initial fair value on the date of issuance, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants and the FPS are recognized on the unaudited condensed statements of operations in the period of the change.

 

The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”), pursuant to which the warrants and FPS do not meet the criteria for equity classification and must be recorded as liabilities. See Note 7 for further discussion of the pertinent terms of the warrants and Note 8 for further discussion of the methodology used to determine the fair value of the warrants and FPS.

 

Class A Common Stock Subject to Possible Redemption

 

The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the unaudited condensed statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of approximately $575,000 in the unaudited condensed statements of operations for each of the three and six months ended June 30, 2023. Shares of conditionally redeemable Class A common stock (including shares of Class A 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 Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 7,549,677 and 10,251,420 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s unaudited condensed balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable shares of Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit.

 

Net Income Per Share of Common Stock

 

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. Net income per share of common stock is computed by dividing net income applicable to stockholders by the weighted average number of shares of common stock outstanding for the applicable periods. The Company applies the two-class method in calculating earnings per share and allocates net income pro-rata to shares of Class A common stock subject to possible redemption, nonredeemable shares of Class A common stock and shares of Class B common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

 

The Company has not considered the effect of the warrants to purchase an aggregate of 16,999,999 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented.

 

The following tables reflect the calculation of basic and diluted net income per share of common stock:

 

   For the Three Months Ended
June 30, 2023		   For the Three Months Ended
June 30, 2022		 
   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		 
Basic and diluted net income per share of common stock                        
Numerator:                        
Allocation of net income  $76,277   $27,447   $75,998   $5,577,678   $111,554   $1,394,419 
Denominator:                              
Basic and diluted weighted average number of shares of common stock outstanding
   9,954,525    3,581,964    9,918,036    50,000,000    1,000,000    12,500,000 
Basic and diluted net income per share of common stock
  $0.01   $0.01   $0.01   $0.11   $0.11   $0.11 

 

   For the Six Months Ended
June 30, 2023		   For the Six Months Ended
June 30, 2022		 
   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		 
Basic and diluted net income per share of common stock                        
Numerator:                        
Allocation of net income  $512,361   $116,931   $567,818   $10,017,268   $200,345   $2,504,317 
Denominator:                              
Basic and diluted weighted average number of shares of common stock outstanding
   10,101,323    2,305,326    11,194,674    50,000,000    1,000,000    12,500,000 
Basic and diluted net income per share of common stock
  $0.05   $0.05   $0.05   $0.20   $0.20   $0.20 

 

Income Taxes

 

The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of both June 30, 2023 and December 31, 2022, the Company had deferred tax assets with a full valuation allowance recorded against them.

  

ASC 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 tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

 

No amounts were accrued for the payment of interest and penalties as of both June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

  

The Company’s current taxable income primarily consists of interest income on cash and investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are currently not deductible. During the three and six months ended June 30, 2023, the Company recorded income tax expense of approximately $486,000 and $897,000, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2023 was 73.0% and 42.8% respectively. During both the three and six months ended June 30, 2022, the Company recorded income tax expense of approximately $193,000. The Company’s effective tax rate for the three and six months ended June 30, 2022 was 2.6% and 1.5%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the increase in state tax liability, change in fair value of warrant and FPA liabilities, which is not taxable and not deductible, and start-up costs, which are currently not deductible as they are deferred for tax purposes.

 

Recent Accounting Pronouncements

 

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The ASU also enhances information transparency by making targeted improvements to the related disclosures guidance. Additionally, the amendments affect the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments. The new standard will become effective for the Company beginning January 1, 2024, can be applied using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed financial statements.

 

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
v3.23.2
Initial Public Offering
 6 Months Ended
Jun. 30, 2023
Initial Public Offering [Abstract]  
Initial Public Offering

Note 3—Initial Public Offering

 

Pursuant to the Initial Public Offering, the Company sold 50,000,000 Units at a price of $10.00 per Unit, including 5,000,000 Units sold upon the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock and one-third of one redeemable warrant (each whole warrant, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock due to the underwriter not exercising the remaining portion of the over-allotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares).
v3.23.2
Related Party Transactions
 6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

Note 4—Related Party Transactions

 

Founder Shares

 

On January 23, 2020, the Sponsor purchased 11,500,000 shares of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000. On September 23, 2020, the Company effected a 1.25-for-1 stock split. On November 3, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 2,875,000 shares of Class B common stock, which the Company cancelled. On December 18, 2020, the Sponsor transferred an aggregate of 30,000 shares of Class B common stock to two of the independent directors of the Company. On December 22, 2020, the Company effected a 1.125-for-1 stock split. On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock due to the underwriter not exercising the remaining portion of the over-allotment option, such that the initial stockholders would collectively own 20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (not including the Private Placement Shares), resulting in an aggregate of 12,500,000 shares of Class B common stock (including any shares of Class A common stock issued or issuable upon conversion thereof, the “Founder Shares”) outstanding and held by the Sponsor and two of the independent directors of the Company. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the consummation of the Business Combination and are subject to certain transfer restrictions.

 

On June 12, 2023, the Company issued 12,366,250 shares of Class A common stock to the Sponsor upon the conversion of 12,366,250 shares of Class B common stock held by the Sponsor (the “Conversion”). The 12,366,250 shares of Class A common stock issued in connection with the Conversion are subject to the same restrictions as applied to the Class B common stock prior to the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of the Business Combination as described in the prospectus for the Initial Public Offering.

 

The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the 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 the Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange 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.

 

Private Placement Units

 

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,000,000 Private Placement Units at a price of $10.00 per Private Placement Unit ($10,000,000 in the aggregate). Each Private Placement Unit consists of one share of Class A common stock (the “Private Placement Shares”) and one-third of one warrant (each whole warrant, a “Private Placement Warrant”). Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share. On December 28, 2021, the Sponsor entered into an agreement pursuant to which it agreed to transfer 2,500 shares of Class A common stock to an independent director of the Company. The proceeds from the Private Placement Units have been added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete the Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Private Placement Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

 

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 Units (including the component securities thereof) until 30 days after the completion of the Business Combination.

 

Underwriter

 

Cantor Fitzgerald & Co. (“CF&Co.”), the lead underwriter of the Initial Public Offering, is an affiliate of the Sponsor (see Note 5).

 

Business Combination Marketing Agreement

 

The Company has engaged CF&Co. as an advisor in connection with any Business Combination to assist the Company in holding meetings with its stockholders to discuss any potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, and assist the Company with its press releases and public filings in connection with any Business Combination. The Company will pay CF&Co. a cash fee (the “Marketing Fee”) for such services upon the consummation of the Business Combination in an amount equal to $18,500,000, which is equal to 3.5% of the gross proceeds of the base offering in the Initial Public Offering and 5.5% of the gross proceeds from the partial exercise of the underwriter’s over-allotment option.

 

Related Party Loans

 

The Sponsor made available to the Company, under the Pre-IPO Note, up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. Prior to the closing of the Initial Public Offering, the amount outstanding under the Pre-IPO Note was approximately $158,000. The Pre-IPO Note was non-interest bearing and was repaid in full upon the completion of the Initial Public Offering.

 

In order to finance transaction costs in connection with an intended Business Combination, pursuant to the Sponsor Loan, the Sponsor loaned the Company $1,750,000 to fund the Company’s expenses relating to investigating and selecting a target business and other working capital requirements, including $10,000 per month for office space, administrative and shared personnel support services that will be paid to the Sponsor, for the period commencing upon the consummation of the Initial Public Offering and concluding upon the consummation of the Business Combination. For each of the three months ended June 30, 2023 and 2022, the Company paid $30,000 for office space and administrative fees, and $60,000 for office space and administrative fees for each of the six months ended June 30, 2023 and 2022.

 

If the Sponsor Loan is insufficient to cover the working capital requirements of the Company, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes the Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

 

On September 30, 2022, the Company entered into the 2022 Working Capital Loan with the Sponsor in the amount of up to $1,000,000 in connection with advances the Sponsor will make to the Company for working capital expenses, which 2022 Working Capital Loan has been fully drawn.

 

On June 30, 2023, the Company entered into the 2023 Working Capital Loan with the Sponsor in the amount of up to $750,000 in connection with advances the Sponsor will make to the Company for working capital expenses.

 

Each of the 2022 Working Capital Loan and the 2023 Working Capital Loan bears no interest and is due and payable on the date on which the Company consummates the Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

 

Except for the foregoing with respect to the 2022 Working Capital Loan and the 2023 Working Capital Loan, the terms of any other Working Capital Loans have not been determined and no written agreements exist with respect to such loans.

 

On December 22, 2022, the Company entered into the First Extension Loan pursuant to which the Sponsor loaned the Company $2,767,883 in the aggregate.

 

On June 22, 2023, the Company entered into the Second Extension Loan with the Sponsor in the amount of up to $1,350,000. The funding of the initial Monthly Amount was deposited into the Trust Account on June 28, 2023, and additional fundings of the Monthly Amount will be deposited into the Trust Account for each calendar month thereafter (commencing on July 29, 2023 and ending on the 28th day of each subsequent month through March 28, 2024), or portion thereof, that is needed by the Company to complete the Business Combination.

 

Each of the First Extension Loan and the Second Extension Loan bears no interest and is due and payable on the date on which the Company consummates the Business Combination. The principal balance of each loan may be prepaid at any time with funds outside of the Trust Account.

 

As of June 30, 2023 and December 31, 2022, approximately $6,054,000 and approximately $3,009,000, respectively, was outstanding under the loans payable by the Company to the Sponsor. As of June 30, 2023 and December 31, 2022, these amounts included $1,750,000 outstanding under the Sponsor Loan for both periods, $1,000,000 and approximately $798,000, respectively, outstanding under the 2022 Working Capital Loan, approximately $386,000 and $0, respectively, outstanding under the 2023 Working Capital Loan, approximately $2,768,000 and approximately $461,000, respectively, outstanding under the First Extension Loan, and $150,000 and $0, respectively, outstanding under the Second Extension Loan.

 

The Sponsor pays expenses on the Company’s behalf. The Company reimburses the Sponsor for such expenses paid on its behalf. The unpaid balance is included in Payable to related party on the accompanying unaudited condensed balance sheets. As of June 30, 2023 and December 31, 2022, the Company had accounts payable outstanding to the Sponsor for such expenses paid on the Company’s behalf of $0 and approximately $39,000, respectively.
v3.23.2
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2023
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

Note 5—Commitments and Contingencies

 

Registration Rights

 

Pursuant to a registration rights agreement entered into on December 22, 2020, the holders of Founder Shares and Private Placement Units (and any component securities) are entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A common stock). These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 

Underwriting Agreement

 

The Company granted CF&Co. a 45-day option to purchase up to 6,750,000 additional Units to cover over-allotments at the Initial Public Offering price less the underwriting discounts and commissions. On December 28, 2020, simultaneously with the closing of the Initial Public Offering, CF&Co. partially exercised the over-allotment option for 5,000,000 additional Units and advised the Company that it would not exercise the remaining portion of the over-allotment option.

 

CF&Co. was paid a cash underwriting discount of $9,000,000 in connection with the Initial Public Offering.

 

The Company also engaged a qualified independent underwriter to participate in the preparation of the registration statement and exercise the usual standards of “due diligence” in respect thereto. The Company paid the independent underwriter a fee of $100,000 upon the completion of the Initial Public Offering in consideration for its services and expenses as the qualified independent underwriter. The qualified independent underwriter received no other compensation.

 

Business Combination Marketing Agreement

 

The Company has engaged CF&Co. as an advisor in connection with the Company’s Business Combination (see Note 4).

 

Risks and Uncertainties

 

Management continues to evaluate the impact of the military conflict in Ukraine on the financial markets and on the industry, and has concluded that while it is reasonably possible that the conflict could have an 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 unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
v3.23.2
Stockholders’ Deficit
 6 Months Ended
Jun. 30, 2023
Stockholders’ Deficit [Abstract]  
Stockholders’ Deficit

Note 6—Stockholders’ Deficit

 

Class A Common Stock - The Company is authorized to issue 240,000,000 shares of Class A common stock, par value $0.0001 per share. As of June 30, 2023 and December 31, 2022, there were 13,366,250 and 1,000,000 shares of Class A common stock issued and outstanding, excluding 7,549,677 and 10,251,420 shares (following the redemptions of 39,748,580 and 2,701,743 shares of Class A common stock in connection with the First Extension and Second Extension, respectively) subject to possible redemption, respectively. On June 12, 2023, pursuant to the Conversion, the Company issued 12,366,250 shares of Class A common stock to the Sponsor. As a result, as of June 30, 2023, the outstanding shares of Class A common stock comprised of 12,366,250 Founder Shares and 1,000,000 Private Placement Shares. As of December 31, 2022, the outstanding shares of Class A common stock comprised of the 1,000,000 Private Placement Shares. The Founder Shares and the Private Placement Shares do not contain the same redemption features contained in the Public Shares.

 

Class B Common Stock - The Company is authorized to issue 40,000,000 shares of Class B common stock, par value $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. As a result of the Conversion, as of June 30, 2023, there were 133,750 shares of Class B common stock issued and outstanding. As of December 31, 2022, there were 12,500,000 shares of Class B common stock issued and outstanding.

 

Prior to the consummation of the Business Combination, only holders of shares of Class B common stock have the right to vote on the election of directors and holders of shares of Class A common stock are not entitled to vote on the election of directors during such time. Holders of shares of Class A common stock and Class B common stock vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

 

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the Private Placement Shares) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination).

 

On September 23, 2020, the Company effected a 1.25-for-1 stock split. On November 3, 2020, the Sponsor returned to the Company, at no cost, an aggregate of 2,875,000 shares of Class B common stock, which the Company cancelled. On December 18, 2020, the Sponsor transferred an aggregate of 30,000 shares of Class B common stock to two of the independent directors of the Company. On December 22, 2020, the Company effected a 1.125-for-1 stock split. On December 28, 2020, the Sponsor forfeited 437,500 shares of Class B common stock, resulting in an aggregate of 12,500,000 shares of Class B common stock outstanding and held by the Sponsor and two of the independent directors of the Company as of such date.

 

Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of both June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.
v3.23.2
Warrants
 6 Months Ended
Jun. 30, 2023
Warrants [Abstract]  
Warrants

Note 7—Warrants

 

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable 30 days after the completion of the Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available.

 

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Business Combination, the Company will use its commercially reasonable 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 Public Warrants. The Company will use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company 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. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

 

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain limited exceptions.

 

Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers 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.

 

The Company may redeem the Public Warrants:

 

  ● in whole and not in part;

 

  ● at a price of $0.01 per warrant;

 

  ● at any time during the exercise period;

 

  ● upon a minimum of 30 days’ prior written notice of redemption;

 

  ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

 

  ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.

 

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement.

 

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of any shares of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete the Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of the warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
v3.23.2
Fair Value Measurements on a Recurring Basis
 6 Months Ended
Jun. 30, 2023
Fair Value Measurements on a Recurring Basis [Abstract]  
Fair Value Measurements on a Recurring Basis

Note 8—Fair Value Measurements on a Recurring Basis

 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value.

 

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These three levels of the fair value hierarchy are:

 

  ● Level 1 measurements - unadjusted observable inputs such as quoted prices for identical instruments in active markets;

 

  ● Level 2 measurements - inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

  ● Level 3 measurements - unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value:

 

June 30, 2023

 

Description  Quoted
Prices in
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
 (Level 3)		   Total 
Liabilities:                
Warrant liability  $1,056,667   $21,133   $
—
   $1,077,800 
FPS liability   
—
    
—
    985,827    985,827 
Total Liabilities  $1,056,667   $21,133   $985,827   $2,063,627 

 

December 31, 2022

 

Description  Quoted
Prices in
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
(Level 3)		   Total 
Liabilities:                
Warrant liability  $1,283,333   $25,667   $
—
   $1,309,000 
FPS liability   
—
    
—
    1,037,644    1,037,644 
Total Liabilities  $1,283,333   $25,667   $1,037,644   $2,346,644 

 

Warrant Liability

 

The warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the Company’s unaudited condensed balance sheets. The warrant liability is measured at fair value at inception and on a recurring basis, with any subsequent changes in fair value presented within Changes in fair value of warrant liability in the Company’s unaudited condensed statements of operations.

 

As of both June 30, 2023 and December 31, 2022, the fair value measurements of the Public Warrants fall within Level 1 fair value measurement inputs due to the use of an observable quoted price in an active market. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of the Private Placement Warrants is equivalent to that of the Public Warrants. As such, the fair value of Private Placement Warrants is classified as Level 2 fair value measurements as of both June 30, 2023 and December 31, 2022. There were no transfers into or out of Level 3 fair value measurements during the three and six months ended June 30, 2023 or 2022.

 

The following tables present the changes in the fair value of warrant liability for the three and six months ended June 30, 2023 and 2022:  

 

  

Private
Placement

Warrants

  

Public

Warrants

   Warrant
Liability		 
Fair value as of December 31, 2022  $25,667   $1,283,333   $1,309,000 
Change in valuation inputs or other assumptions(1)   7,666    383,334    391,000 
Fair value as of March 31, 2023  $33,333   $1,666,667   $1,700,000 
Change in valuation inputs or other assumptions(1)   (12,200)   (610,000)   (622,200)
Fair value as of June 30, 2023  $21,133   $1,056,667   $1,077,800 

 

  

Private
Placement

Warrants

  

Public

Warrants

   Warrant
Liability		 
Fair value as of December 31, 2021  $246,699   $12,335,000   $12,581,699 
Change in valuation inputs or other assumptions(1)   (113,400)   (5,670,000)   (5,783,400)
Fair value as of March 31, 2022  $133,299   $6,665,000   $6,798,299 
Change in valuation inputs or other assumptions(1)   (101,799)   (5,090,000)   (5,191,799)
Fair value as of June 30, 2022  $31,500   $1,575,000   $1,606,500 

 

(1)Changes in valuation inputs or other assumptions are recognized in Changes in fair value of warrant liability in the unaudited condensed statements of operations.

 

FPS Liability

 

The liability for the FPS was valued using an adjusted net assets method, which is considered to be a Level 3 fair value measurement. Under the adjusted net assets method utilized, the aggregate commitment of $15.0 million pursuant to the FPA is discounted to present value and compared to the fair value of the shares of common stock and warrants to be issued pursuant to the FPA. The fair value of the shares of common stock and warrants to be issued under the FPA are based on the public trading price of the Units issued in the Initial Public Offering. The excess (liability) or deficit (asset) of the fair value of the shares of common stock and warrants to be issued compared to the $15.0 million fixed commitment is then reduced to account for the probability of consummation of the Business Combination. The primary unobservable input utilized in determining the fair value of the FPS is the probability of consummation of the Business Combination. As of June 30, 2023 and December 31, 2022, the probability assigned to the consummation of the Business Combination was 19% and 25%, respectively. The probability was determined based on observed success rates of business combinations for special purpose acquisition companies.

 

The following tables present the changes in the fair value of the FPS liability for the three and six months ended June 30, 2023 and 2022:

 

   FPS
Liability		 
Fair value as of December 31, 2022  $1,037,644 
Change in valuation inputs or other assumptions(1)   (183,851)
Fair value as of March 31, 2023  $853,793 
Change in valuation inputs or other assumptions(1)   132,034 
Fair value as of June 30, 2023  $985,827 

 

   FPS
Liability		 
Fair value as of December 31, 2021  $2,774,932 
Change in valuation inputs or other assumptions(1)     (194,008)
Fair value as of March 31, 2022  $2,580,924 
Change in valuation inputs or other assumptions(1)     (1,012,176)
Fair value as of June 30, 2022  $1,568,748 

 

(1) Changes in valuation inputs or other assumptions are recognized in Changes in fair value of FPS liability in the unaudited condensed statements of operations.
v3.23.2
Subsequent Events
 6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events

Note 10—Subsequent Events

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued and determined that there have been no events that have occurred that would require adjustments to the disclosures in the unaudited condensed financial statements.
v3.23.2
Accounting Policies, by Policy (Policies)
 6 Months Ended
Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]  
Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 revenues and 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 unaudited condensed financial statements is the determination of the fair value of the warrant liability and FPS liability. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments (if any) with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents in its operating account or the Trust Account as of both June 30, 2023 and December 31, 2022. Bank overdrafts (if any) are presented as Other current liability in the Company’s unaudited condensed balance sheets.
Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation maximum coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. For the three and six months ended June 30, 2023 and 2022, the Company has not experienced losses on these accounts.
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 ASC 820, Fair Value Measurement, approximates the carrying amounts represented in the unaudited condensed balance sheets, primarily due to their short-term nature, with the exception of the warrant and FPS liabilities.
Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, and other costs incurred in connection with the preparation for the Initial Public Offering. These costs, together with the underwriting discount, were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering.

 
Warrant and FPS Liability

Warrant and FPS Liability

The Company accounts for the warrants and FPS as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and FPS using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants and FPS are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants and FPS are indexed to the Company’s own shares of common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the warrants and execution of the FPA and as of each subsequent quarterly period end date while the warrants and FPS are outstanding. For issued or modified warrants and for instruments to be issued pursuant to the FPA that meet all of the criteria for equity classification, such warrants and instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants and for the FPA instruments that do not meet all the criteria for equity classification, such warrants and instruments are required to be recorded at their initial fair value on the date of issuance, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified warrants and the FPS are recognized on the unaudited condensed statements of operations in the period of the change.

The Company accounts for the warrants and FPS in accordance with guidance in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”), pursuant to which the warrants and FPS do not meet the criteria for equity classification and must be recorded as liabilities. See Note 7 for further discussion of the pertinent terms of the warrants and Note 8 for further discussion of the methodology used to determine the fair value of the warrants and FPS.
Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. For shares of Class A common stock subject to mandatory redemption (if any) with a fixed redemption amount and a fixed redemption date, the Company recognizes interest expense on the unaudited condensed statements of operations to reflect accretion to the redemption amount. As a result, to reflect accretion to the redemption amount, the Company recognized interest expense of approximately $575,000 in the unaudited condensed statements of operations for each of the three and six months ended June 30, 2023. Shares of conditionally redeemable Class A common stock (including shares of Class A 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 Class A common stock are classified as stockholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2023 and December 31, 2022, 7,549,677 and 10,251,420 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ deficit section of the Company’s unaudited condensed balance sheets. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares of Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable shares of Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable shares of Class A common stock also resulted in charges against Additional paid-in capital and Accumulated deficit.
Net Income Per Share of Common Stock

Net Income Per Share of Common Stock

The Company complies with the accounting and disclosure requirements of ASC 260, Earnings Per Share. Net income per share of common stock is computed by dividing net income applicable to stockholders by the weighted average number of shares of common stock outstanding for the applicable periods. The Company applies the two-class method in calculating earnings per share and allocates net income pro-rata to shares of Class A common stock subject to possible redemption, nonredeemable shares of Class A common stock and shares of Class B common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The Company has not considered the effect of the warrants to purchase an aggregate of 16,999,999 shares of Class A common stock sold in the Initial Public Offering and the Private Placement in the calculation of diluted earnings per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per share of common stock is the same as basic earnings per share of common stock for the periods presented.

 

The following tables reflect the calculation of basic and diluted net income per share of common stock:

   For the Three Months Ended
June 30, 2023		   For the Three Months Ended
June 30, 2022		 
   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		 
Basic and diluted net income per share of common stock                        
Numerator:                        
Allocation of net income  $76,277   $27,447   $75,998   $5,577,678   $111,554   $1,394,419 
Denominator:                              
Basic and diluted weighted average number of shares of common stock outstanding
   9,954,525    3,581,964    9,918,036    50,000,000    1,000,000    12,500,000 
Basic and diluted net income per share of common stock
  $0.01   $0.01   $0.01   $0.11   $0.11   $0.11 
   For the Six Months Ended
June 30, 2023		   For the Six Months Ended
June 30, 2022		 
   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		 
Basic and diluted net income per share of common stock                        
Numerator:                        
Allocation of net income  $512,361   $116,931   $567,818   $10,017,268   $200,345   $2,504,317 
Denominator:                              
Basic and diluted weighted average number of shares of common stock outstanding
   10,101,323    2,305,326    11,194,674    50,000,000    1,000,000    12,500,000 
Basic and diluted net income per share of common stock
  $0.05   $0.05   $0.05   $0.20   $0.20   $0.20 
Income Taxes

Income Taxes

The Company complies with the accounting and reporting requirements of ASC 740, Income Taxes (“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of both June 30, 2023 and December 31, 2022, the Company had deferred tax assets with a full valuation allowance recorded against them.

ASC 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 tax authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties as of both June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company’s current taxable income primarily consists of interest income on cash and investments held in the Trust Account. The Company’s general and administrative costs are generally considered start-up costs and are currently not deductible. During the three and six months ended June 30, 2023, the Company recorded income tax expense of approximately $486,000 and $897,000, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2023 was 73.0% and 42.8% respectively. During both the three and six months ended June 30, 2022, the Company recorded income tax expense of approximately $193,000. The Company’s effective tax rate for the three and six months ended June 30, 2022 was 2.6% and 1.5%, respectively. The Company’s effective tax rate differs from the federal statutory rate mainly due to the increase in state tax liability, change in fair value of warrant and FPA liabilities, which is not taxable and not deductible, and start-up costs, which are currently not deductible as they are deferred for tax purposes.

 
Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The standard is expected to reduce complexity and improve comparability of financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. The ASU also enhances information transparency by making targeted improvements to the related disclosures guidance. Additionally, the amendments affect the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments. The new standard will become effective for the Company beginning January 1, 2024, can be applied using either a modified retrospective or a fully retrospective method of transition and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
v3.23.2
Summary of Significant Accounting Policies (Tables)
 6 Months Ended
Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]  
Schedule of basic and diluted net income per share of common stock The following tables reflect the calculation of basic and diluted net income per share of common stock:
   For the Three Months Ended
June 30, 2023		   For the Three Months Ended
June 30, 2022		 
   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		 
Basic and diluted net income per share of common stock                        
Numerator:                        
Allocation of net income  $76,277   $27,447   $75,998   $5,577,678   $111,554   $1,394,419 
Denominator:                              
Basic and diluted weighted average number of shares of common stock outstanding
   9,954,525    3,581,964    9,918,036    50,000,000    1,000,000    12,500,000 
Basic and diluted net income per share of common stock
  $0.01   $0.01   $0.01   $0.11   $0.11   $0.11 
   For the Six Months Ended
June 30, 2023		   For the Six Months Ended
June 30, 2022		 
   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		   Class A –
Public
shares		   Class A –
Private
placement
shares		   Class B –
Common
stock		 
Basic and diluted net income per share of common stock                        
Numerator:                        
Allocation of net income  $512,361   $116,931   $567,818   $10,017,268   $200,345   $2,504,317 
Denominator:                              
Basic and diluted weighted average number of shares of common stock outstanding
   10,101,323    2,305,326    11,194,674    50,000,000    1,000,000    12,500,000 
Basic and diluted net income per share of common stock
  $0.05   $0.05   $0.05   $0.20   $0.20   $0.20 
v3.23.2
Fair Value Measurements on a Recurring Basis (Tables)
 6 Months Ended
Jun. 30, 2023
Fair Value Measurements on a Recurring Basis [Abstract]  
Schedule of assets and liabilities that are measured at fair value on a recurring basis The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, and indicate the fair value hierarchy of the inputs that the Company utilized to determine such fair value:
Description  Quoted
Prices in
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
 (Level 3)		   Total 
Liabilities:                
Warrant liability  $1,056,667   $21,133   $
—
   $1,077,800 
FPS liability   
—
    
—
    985,827    985,827 
Total Liabilities  $1,056,667   $21,133   $985,827   $2,063,627 
Description  Quoted
Prices in
Active
Markets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Other
Unobservable
Inputs
(Level 3)		   Total 
Liabilities:                
Warrant liability  $1,283,333   $25,667   $
—
   $1,309,000 
FPS liability   
—
    
—
    1,037,644    1,037,644 
Total Liabilities  $1,283,333   $25,667   $1,037,644   $2,346,644 
Schedule of changes in the fair value of warrant liabilities The following tables present the changes in the fair value of warrant liability for the three and six months ended June 30, 2023 and 2022:
  

Private
Placement

Warrants

  

Public

Warrants

   Warrant
Liability		 
Fair value as of December 31, 2022  $25,667   $1,283,333   $1,309,000 
Change in valuation inputs or other assumptions(1)   7,666    383,334    391,000 
Fair value as of March 31, 2023  $33,333   $1,666,667   $1,700,000 
Change in valuation inputs or other assumptions(1)   (12,200)   (610,000)   (622,200)
Fair value as of June 30, 2023  $21,133   $1,056,667   $1,077,800 
  

Private
Placement

Warrants

  

Public

Warrants

   Warrant
Liability		 
Fair value as of December 31, 2021  $246,699   $12,335,000   $12,581,699 
Change in valuation inputs or other assumptions(1)   (113,400)   (5,670,000)   (5,783,400)
Fair value as of March 31, 2022  $133,299   $6,665,000   $6,798,299 
Change in valuation inputs or other assumptions(1)   (101,799)   (5,090,000)   (5,191,799)
Fair value as of June 30, 2022  $31,500   $1,575,000   $1,606,500 
(1)Changes in valuation inputs or other assumptions are recognized in Changes in fair value of warrant liability in the unaudited condensed statements of operations.
   FPS
Liability		 
Fair value as of December 31, 2022  $1,037,644 
Change in valuation inputs or other assumptions(1)   (183,851)
Fair value as of March 31, 2023  $853,793 
Change in valuation inputs or other assumptions(1)   132,034 
Fair value as of June 30, 2023  $985,827 
   FPS
Liability		 
Fair value as of December 31, 2021  $2,774,932 
Change in valuation inputs or other assumptions(1)     (194,008)
Fair value as of March 31, 2022  $2,580,924 
Change in valuation inputs or other assumptions(1)     (1,012,176)
Fair value as of June 30, 2022  $1,568,748 
(1) Changes in valuation inputs or other assumptions are recognized in Changes in fair value of FPS liability in the unaudited condensed statements of operations.
v3.23.2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($)
 1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2022
Aug. 16, 2022
Jun. 22, 2022
Jun. 22, 2023
Dec. 22, 2022
Dec. 28, 2020
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Generating gross proceeds           $ 500,000,000          
Business combination expire           5 years     5 years    
Offering costs             $ 9,600,000   $ 9,600,000    
Underwriting fees                 9,100,000    
Other cost             500,000   500,000    
Net proceeds           $ 500,000,000          
Reduction of trust account             402,003,579   $ 402,003,579    
Extensions loan       $ 1,350,000              
Deposit amount       $ 150,000              
Reedmed public shares (in Shares)       2,701,743              
Public per share (in Dollars per share)       $ 10.48              
Held in the trust account       $ 28,321,769              
Redeem public share percentage                 100.00%    
Initial business combination units (in Shares)                 1,500,000    
Dissolution expenses                 $ 100,000    
Cash of operating account             25,000   25,000   $ 370,444
Interest income earned on funds held in trust account             1,392,330 $ 1,212,899 3,396,476 $ 1,225,230  
Contribution from sponsor                 25,000    
Sponsor pursuant                 158,000    
Aggregate sponsor loan         $ 2,767,883   1,750,000   1,750,000    
Working capital loan                    
Sponsor amount       $ 1,350,000              
Sponsor loan amount                 1,750,000   0
Outstanding sponsor loan approximately                 1,000,000    
Outstanding sponsor loan                     798,000
Recognized excise tax payable             284,000   284,000    
Interest expense             $ 284,000   284,000    
Trust Account [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Dissolution expenses                 $ 100,000    
Shares held trust account per share (in Dollars per share)             $ 10   $ 10    
Interest income earned on funds held in trust account                 $ 1,733,000   1,022,000
U.S. federal [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Excise tax   1.00%                  
Initial Public Offering [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Sale of units (in Shares)           50,000,000     50,000,000    
Sale of stock price per unit (in Dollars per share)             10   $ 10    
Underwriting fees                 $ 9,000,000    
Over-Allotment Option [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Sale of units (in Shares)                 5,000,000    
Price per share (in Dollars per share)           $ 10          
Private Placement [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Sale of units (in Shares)                 1,000,000    
Sale of stock price per unit (in Dollars per share)           $ 10 $ 10   $ 10    
Gross proceeds                 $ 10,000,000    
Net proceeds                 $ 10,000,000    
Sale of stock price per unit (in Dollars per share)                 $ 10.11    
Sponsor [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Aggregate loan amount         2,767,883            
Extensions loan     $ 1,350,000   $ 2,767,883            
Working capital loan $ 1,000,000                    
Liquidity and Capital Resources [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Cash of operating account             $ 25,000   $ 25,000   370,000
Working capital deficit             $ 7,168,000   7,168,000   $ 5,096,000
Forward Purchase Contract [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Gross proceeds                 $ 15,000,000    
Forward Purchase Contract [Member] | Initial Public Offering [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Sale of stock price per unit (in Dollars per share)             $ 10   $ 10    
Class A Common Stock [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Shares redeemed (in Shares)           5,000,000          
Price per share (in Dollars per share)           $ 11.5          
Redeeming percentage                 15.00%    
Shares held trust account per share (in Dollars per share)             $ 10.38   $ 10.38   $ 10.06
Class A Common Stock [Member] | Forward Purchase Contract [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Shares redeemed (in Shares)                 375,000    
Asset Held in Trust Account [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Aggregate fair market value percentage             80.00%   80.00%    
First Extension Loan [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Working capital loan                 $ 2,768,000   $ 461,000
Second Extension Loan [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Working capital loan                 150,000   0
Sponsor [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Working capital loan                 750,000    
Loans payable             $ 6,054,000   $ 6,054,000   $ 3,009,000
Business Combination [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Shares redeemed (in Shares)                 39,748,580    
Acquires outstanding voting securities percentage             50.00%   50.00%    
Net tangible assets             $ 5,000,001   $ 5,000,001    
Business Combination [Member] | Trust Account [Member]                      
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items]                      
Shares held trust account per share (in Dollars per share)             $ 10   $ 10    
v3.23.2
Summary of Significant Accounting Policies (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Summary of Significant Accounting Policies (Details) [Line Items]          
Federal depository insurance coverage $ 250,000   $ 250,000    
Interest expense 575,000   575,000    
Income tax expense $ 486,000 $ 193,000 $ 897,000 $ 193,000  
Effective tax rate 73.00% 2.60% 42.80% 1.50%  
Class A Common Stock [Member]          
Summary of Significant Accounting Policies (Details) [Line Items]          
Common stock subject to possible redemption (in Shares) 7,549,677   7,549,677   10,251,420
Aggregate to purchase (in Shares)     16,999,999    
v3.23.2
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Class A – Public shares [Member]        
Numerator:        
Allocation of net income $ 76,277 $ 5,577,678 $ 512,361 $ 10,017,268
Denominator:        
Basic and diluted weighted average number of shares of common stock outstanding 9,954,525 50,000,000 10,101,323 50,000,000
Basic and diluted net income per share of common stock $ 0.01 $ 0.11 $ 0.05 $ 0.2
Class A – Private placement shares [Member]        
Numerator:        
Allocation of net income $ 27,447 $ 111,554 $ 116,931 $ 200,345
Denominator:        
Basic and diluted weighted average number of shares of common stock outstanding 3,581,964 1,000,000 2,305,326 1,000,000
Basic and diluted net income per share of common stock $ 0.01 $ 0.11 $ 0.05 $ 0.2
Class B – Common Stock [Member]        
Numerator:        
Allocation of net income $ 75,998 $ 1,394,419 $ 567,818 $ 2,504,317
Denominator:        
Basic and diluted weighted average number of shares of common stock outstanding 9,918,036 12,500,000 11,194,674 12,500,000
Basic and diluted net income per share of common stock $ 0.01 $ 0.11 $ 0.05 $ 0.2
v3.23.2
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock (Parentheticals) - $ / shares
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Class A – Public shares [Member]        
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock (Parentheticals) [Line Items]        
Diluted weighted average number of shares of common stock outstanding 9,954,525 50,000,000 10,101,323 50,000,000
Diluted net income per share of common stock $ 0.01 $ 0.11 $ 0.05 $ 0.20
Class A – Private placement shares [Member]        
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock (Parentheticals) [Line Items]        
Diluted weighted average number of shares of common stock outstanding 3,581,964 1,000,000 2,305,326 1,000,000
Diluted net income per share of common stock $ 0.01 $ 0.11 $ 0.05 $ 0.20
Class B – Common Stock [Member]        
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income per share of common stock (Parentheticals) [Line Items]        
Diluted weighted average number of shares of common stock outstanding 9,918,036 12,500,000 11,194,674 12,500,000
Diluted net income per share of common stock $ 0.01 $ 0.11 $ 0.05 $ 0.20
v3.23.2
Initial Public Offering (Details) - $ / shares
 1 Months Ended 6 Months Ended
Dec. 28, 2020
Jun. 30, 2023
Initial Public Offering (Details) [Line Items]    
Issued and outstanding shares percentage 20.00%  
Initial Public Offering [Member]    
Initial Public Offering (Details) [Line Items]    
Sale of share units 50,000,000 50,000,000
Price per unit (in Dollars per share)   $ 10
Over-Allotment Option [Member]    
Initial Public Offering (Details) [Line Items]    
Sale of share units   5,000,000
Class A Common Stock [Member]    
Initial Public Offering (Details) [Line Items]    
Warrants purchase price (in Dollars per share)   $ 11.5
Class B Common Stock [Member] | Sponsor [Member]    
Initial Public Offering (Details) [Line Items]    
Sponsor forfeited 437,500  
v3.23.2
Related Party Transactions (Details) - USD ($)
 1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 12, 2023
Sep. 30, 2022
Jun. 30, 2022
Jun. 22, 2022
Nov. 03, 2020
Jun. 22, 2023
Dec. 22, 2022
Dec. 28, 2021
Dec. 28, 2020
Jan. 23, 2020
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Dec. 18, 2020
Related Party Transactions (Details) [Line Items]                                
Aggregate founder shares returned (in Shares)         2,875,000                      
Initial share holders holding percentage                 20.00%              
Coversion of stock (in Shares) 12,366,250                              
Purchased an aggregate value                 $ 500,000,000              
Expire date                 5 years       5 years      
Business combination amount                     $ 18,500,000   $ 18,500,000      
Maximum sponsor loan                     1,750,000   1,750,000      
Administrative expense to sponsor                         10,000      
Office space and administrative fees                     30,000 $ 30,000 60,000 $ 60,000    
Extension loan           $ 1,350,000                    
Outstanding sponsor loan                             $ 1,750,000  
Accounts payable expenses                     0   $ 0   39,000  
Sponsor [Member]                                
Related Party Transactions (Details) [Line Items]                                
Coversion of stock (in Shares)                         12,366,250      
IPO note expenses                         $ 300,000      
Working capital loan amount   $ 1,000,000 $ 750,000                          
Extension loan       $ 1,350,000     $ 2,767,883                  
Loans payable                     $ 6,054,000   6,054,000   3,009,000  
Outstanding sponsor loan                         $ 1,750,000      
Private Placement [Member]                                
Related Party Transactions (Details) [Line Items]                                
Price per share (in Dollars per share)                     $ 10   $ 10      
Purchased shares (in Shares)                         1,000,000      
Purchased an aggregate value                         $ 10,000,000      
IPO [Member]                                
Related Party Transactions (Details) [Line Items]                                
Gross proceeds percentage                         3.50%      
IPO note expenses                         $ 158,000      
Over-Allotment Option [Member]                                
Related Party Transactions (Details) [Line Items]                                
Common stock par value (in Dollars per share)                 $ 10              
Gross proceeds percentage                         5.50%      
Sponsor Loan [Member]                                
Related Party Transactions (Details) [Line Items]                                
Sponsor Loan payable                     $ 1,000,000   $ 1,000,000   $ 798,000  
Maximum [Member]                                
Related Party Transactions (Details) [Line Items]                                
Working capital loan amount                         386,000      
Minimum [Member]                                
Related Party Transactions (Details) [Line Items]                                
Working capital loan amount                         $ 0      
Class B Common Stock [Member]                                
Related Party Transactions (Details) [Line Items]                                
Shares issued (in Shares)                     133,750   133,750   12,500,000  
Class B Common Stock [Member] | Sponsor [Member]                                
Related Party Transactions (Details) [Line Items]                                
Purchased shares (in Shares)                   11,500,000            
Common stock par value (in Dollars per share)                   $ 0.0001            
Purchased an aggregate value                   $ 25,000            
Aggregate founder shares returned (in Shares)         2,875,000                      
Aggregate shares (in Shares)                               30,000
Sponsor forfeited shares (in Shares)                 437,500              
Founder shares outstanding (in Shares)                 12,500,000              
Coversion of stock (in Shares) 12,366,250                              
Class A Common Stock [Member]                                
Related Party Transactions (Details) [Line Items]                                
Shares issued (in Shares) 12,366,250                   13,366,250   13,366,250   1,000,000  
Price per share (in Dollars per share)                     $ 12   $ 12      
Class A Common Stock [Member] | Sponsor [Member]                                
Related Party Transactions (Details) [Line Items]                                
Shares issued (in Shares) 12,366,250                              
Shares transferred to independent directors (in Shares)               2,500                
Class A Common Stock [Member] | Private Placement [Member]                                
Related Party Transactions (Details) [Line Items]                                
Price per share (in Dollars per share)                     $ 11.5   $ 11.5      
First Extension Loan [Member]                                
Related Party Transactions (Details) [Line Items]                                
Working capital loan amount                         $ 2,768,000   $ 461,000  
Second Extension Loan [Member]                                
Related Party Transactions (Details) [Line Items]                                
Working capital loan amount                         $ 150,000   $ 0  
v3.23.2
Commitments and Contingencies (Details) - USD ($)
 1 Months Ended 6 Months Ended
Dec. 28, 2020
Jun. 30, 2023
Commitments and Contingencies (Details) [Line Items]    
Cash underwriting discount   $ 9,100,000
Over-Allotment Option [Member]    
Commitments and Contingencies (Details) [Line Items]    
Partially exercised units 5,000,000  
Initial Public Offering [Member]    
Commitments and Contingencies (Details) [Line Items]    
Cash underwriting discount   9,000,000
Underwriter fees   $ 100,000
Underwriting Agreement [Member]    
Commitments and Contingencies (Details) [Line Items]    
Additional units   6,750,000
v3.23.2
Stockholders’ Deficit (Details)
 1 Months Ended 6 Months Ended 12 Months Ended
Jun. 12, 2023
shares
Dec. 18, 2020
shares
Nov. 03, 2020
shares
Dec. 28, 2020
shares
Jun. 30, 2023
$ / shares
shares
Dec. 31, 2022
$ / shares
shares
Stockholders’ Deficit (Details) [Line Items]            
Conversion of stock shares issued 12,366,250          
Aggregate converted basis percentage         20.00%  
Aggregate founder shares     2,875,000      
Sponsor transferred an aggregate shares   30,000        
Number of directors   2        
Shares authorized         1,000,000 1,000,000
Preferred stock, par value (in Dollars per share) | $ / shares         $ 0.0001 $ 0.0001
Preferred stock, shares issued        
Preferred stock, shares outstanding        
Sponsor [Member]            
Stockholders’ Deficit (Details) [Line Items]            
Conversion of stock shares issued         12,366,250  
Preferred Stock [Member]            
Stockholders’ Deficit (Details) [Line Items]            
Shares authorized         1,000,000  
Preferred stock, par value (in Dollars per share) | $ / shares         $ 0.0001  
Class A Common Stock [Member]            
Stockholders’ Deficit (Details) [Line Items]            
Common stock, shares authorized         240,000,000 240,000,000
Common stock, par value (in Dollars per share) | $ / shares         $ 0.0001 $ 0.0001
Common stock, shares issued 12,366,250       13,366,250 1,000,000
Common stock, shares outstanding         13,366,250 1,000,000
Shares outstanding           10,251,420
Class A Common Stock [Member] | Sponsor [Member]            
Stockholders’ Deficit (Details) [Line Items]            
Common stock, shares issued 12,366,250          
Class A Common Stock [Member] | Private Placement Shares [Member]            
Stockholders’ Deficit (Details) [Line Items]            
Common stock, shares outstanding         1,000,000 1,000,000
Class A Common Stock [Member] | Common Stock [Member]            
Stockholders’ Deficit (Details) [Line Items]            
Common stock, shares issued         7,549,677  
Class B Common Stock [Member]            
Stockholders’ Deficit (Details) [Line Items]            
Common stock, shares authorized         40,000,000 40,000,000
Common stock, par value (in Dollars per share) | $ / shares         $ 0.0001 $ 0.0001
Common stock, shares issued         133,750 12,500,000
Common stock, shares outstanding         133,750 12,500,000
Shares outstanding       12,500,000    
Common stock, voting         one  
Class B Common Stock [Member] | Sponsor [Member]            
Stockholders’ Deficit (Details) [Line Items]            
Conversion of stock shares issued 12,366,250          
Aggregate founder shares     2,875,000      
Shares forfeited       437,500    
First Extension [Member] | Class A Common Stock [Member]            
Stockholders’ Deficit (Details) [Line Items]            
Redemptions shares         39,748,580  
Second Extension [Member] | Class A Common Stock [Member]            
Stockholders’ Deficit (Details) [Line Items]            
Redemptions shares           2,701,743
v3.23.2
Warrants (Details)
 6 Months Ended
Jun. 30, 2023
Warrants [Abstract]  
Warrants exercisable of business combination 30 years
Expiry of public warrants 5 years
Warrant, description The Company may redeem the Public Warrants:   ● in whole and not in part;   ● at a price of $0.01 per warrant;   ● at any time during the exercise period;   ● upon a minimum of 30 days’ prior written notice of redemption;   ● if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and   ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.
v3.23.2
Fair Value Measurements on a Recurring Basis (Details) - USD ($)
$ in Millions
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Fair Value Measurements on a Recurring Basis [Abstract]    
Aggregate commitment $ 15.0  
Fixed commitment amount $ 15.0  
Business combination, percentage 19.00% 25.00%
v3.23.2
Fair Value Measurements on a Recurring Basis (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Liabilities:    
Total Liabilities $ 9,625,164 $ 7,812,963
Fair Value Measurement [Member]    
Liabilities:    
Warrant liability 1,077,800 1,309,000
FPS liability 985,827 1,037,644
Total Liabilities 2,063,627 2,346,644
Quoted Prices in Active Markets (Level 1) [Member] | Fair Value Measurement [Member]    
Liabilities:    
Warrant liability 1,056,667 1,283,333
FPS liability
Total Liabilities 1,056,667 1,283,333
Significant Other Observable Inputs (Level 2) [Member] | Fair Value Measurement [Member]    
Liabilities:    
Warrant liability 21,133 25,667
FPS liability
Total Liabilities 21,133 25,667
Significant Other Unobservable Inputs (Level 3) [Member] | Fair Value Measurement [Member]    
Liabilities:    
Warrant liability
FPS liability 985,827 1,037,644
Total Liabilities $ 985,827 $ 1,037,644
v3.23.2
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($)
 3 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Private Placement Warrants [Member]        
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]        
Fair value beginning balance $ 33,333 $ 25,667 $ 133,299 $ 246,699
Change in valuation inputs or other assumptions [1] (12,200) 7,666 (101,799) (113,400)
Fair value ending balance 21,133 33,333 31,500 133,299
Public Warrants [Member]        
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]        
Fair value beginning balance 1,666,667 1,283,333 6,665,000 12,335,000
Change in valuation inputs or other assumptions [1] (610,000) 383,334 (5,090,000) (5,670,000)
Fair value ending balance 1,056,667 1,666,667 1,575,000 6,665,000
Warrant Liability [Member]        
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]        
Fair value beginning balance 1,700,000 1,309,000 6,798,299 12,581,699
Change in valuation inputs or other assumptions [1] (622,200) 391,000 (5,191,799) (5,783,400)
Fair value ending balance 1,077,800 1,700,000 1,606,500 6,798,299
FPS Liability [Member]        
Fair Value Measurements on a Recurring Basis (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]        
Fair value beginning balance 853,793 1,037,644 2,580,924 2,774,932
Change in valuation inputs or other assumptions [2] 132,034 (183,851) (1,012,176) (194,008)
Fair value ending balance $ 985,827 $ 853,793 $ 1,568,748 $ 2,580,924
[1] Changes in valuation inputs or other assumptions are recognized in Changes in fair value of warrant liability in the unaudited condensed statements of operations.
[2] Changes in valuation inputs or other assumptions are recognized in Changes in fair value of FPS liability in the unaudited condensed statements of operations.
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