Note 8-Stockholders’ Deficit Preferred stock-The Company is
authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of June 30, 2022 and December 31, 2021,
there were no shares of preferred stock issued or outstanding. Class A common stock-The Company
is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2022 and December
31, 2021, there were 23,000,000 shares of Class A common stock outstanding, including 23,000,000 shares of Class A common stock subject
to possible redemption that were classified as temporary equity in the accompanying condensed balance sheets (see Note 7). Class B common stock-The Company
is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of June 30, 2022 and December
31, 2021, there were 5,750,000 shares of Class B common stock outstanding with no shares subject to forfeiture. Holders of the Company’s Class B common
stock are entitled to one vote for each share. 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 for stock splits, stock dividends, reorganizations,
recapitalizations and the like. 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 initial 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 plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection
with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the
initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of
loans made to the Company).
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