Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares In April 2021, the Sponsor acquired 5,750,000 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,750,000 Class B founder shares. Prior to the initial investment in the Company of $25,000 by our Sponsor, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. On July 23, 2021, our sponsor transferred, for no consideration, 50,000 founder shares to each of our three independent directors, 10,000 founder shares to each of the two members of the Company’s board of advisors, 50,000 founder shares to Ryan Goepel, our Chief Financial Officer, and 75,000 founder shares to Jeremy Falk, our Chief Operating Officer. The fair value of the founder shares as of the date granted was $ 1,888,000. The founder shares are accounted for as stock-based compensation, amortized on a straight-line basis over the life of the Company, or 15 months. The Class B founder shares will automatically convert into Class A ordinary shares on the first business day following the completion of our initial Business Combination, at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B founder shares will equal, in the aggregate on an as-converted basis, 15% of the sum of (i) the total number of all Class A ordinary shares issued and outstanding upon completion of our Initial Public Offering (including any over-allotment shares if the underwriters exercise their overallotment option), plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion of the Class B founder shares plus (iii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding (x) any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, and (y) any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Prior to our initial Business Combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment of directors. Administrative Services Agreement The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay to the Company’s sponsor a total of $10,000 per month, for up to 15 months for office space, utilities, secretarial support and administrative services. Upon completion of the Company’s initial business combination, the Company will cease paying these monthly fees. Effective March 31, 2022, the Company and Sponsor terminated the agreement and agreed to waive any accrued fees from inceptions. As of December 31, 2022 and 2021, no fees were due to the Sponsor. Employee Compensation The Company has an agreement with three key employees to pay Mr. Falk, Mr. Wegel, and Mr. Goepel $20,000, $5,000, and $2,500 per month, respectively, in respect of services to be provided to us in advance of the completion of our initial Business Combination. The Company prepaid Mr. Goepel and Mr. Wegel their January 2023 compensation in December 2022 resulting in $7,500 being included in prepaid expenses and other current assets as of December 31, 2022 in the accompanying balance sheets. There were no related party transactions included in prepaid expenses as of December 31, 2021. Related Party Extension Loans As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination by an additional nine months (for a total of 24 months to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Company’s sponsor and its affiliates or designees must deposit into the Trust Account $0.10 per unit for an aggregate of $2,300,000 . Any such payments would be made in the form of a loan. The terms of the loan have not yet been negotiated. If the Company completes a Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. If the Company does not complete a Business Combination, the Company will not repay such loan. Promissory Note – Related Party On April 30, 2021, the Company entered into a promissory note with the Sponsor, pursuant to which the Company could borrow up to $300,000. Entire principal balance of the note was payable on the earlier of (i) the date on which the Company consummates an initial public offering of its securities or (ii) December 31, 2021. The promissory note does not bear interest and did not require collateral. The Company borrowed a total of $104,893 from inception through December 31, 2021 and repaid $14,850 during the same period. The outstanding balance of the promissory note was $90,043 as of December 31, 2021, which was fully repaid during the twelve months ended December 31, 2022. Due to Related Party As of December 31, 2022 and 2021, the balance was $2,388 and $0, respectively. The entire balance represented expenses paid by the Sponsor and Officers on behalf of the Company. Private Placement Warrants The Sponsor has purchased an aggregate of 13,250,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or approximately $13.25 million in the aggregate in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Each Private Placement Warrant is exercisable for one whole share of Class A ordinary shares at a price of $11.50 per ordinary share. A portion of the proceeds from the sale of the private placement warrants to the Sponsor was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable (except as described below in Note 6 under “Warrants — Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, 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 a 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 a 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2022 and 2021, the Company had $0 in borrowings under the Working Capital Loans.

Talon 1 Acquisition Corp 10-K