Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | ACKRELL SPAC PARTNERS I CO. | |
Trading Symbol | ACKI | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 18,169,000 | |
Amendment Flag | false | |
Entity Central Index Key | 0001790121 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 File Number | 001-39821 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-3237047 | |
Entity Address, Address Line One | 2093 Philadelphia | |
Entity Address, Address Line Two | Pike #1968 | |
Entity Address, City or Town | Claymont | |
Entity Address, State or Province | DE | |
Entity Address, Postal Zip Code | 19703 | |
City Area Code | (650) | |
Local Phone Number | 560-4753 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash | $ 25,212 | $ 86,792 |
Prepaid assets | 37,390 | 72,172 |
Total Current Assets | 62,602 | 158,964 |
Cash and securities held in Trust Account | 142,237,615 | 140,822,578 |
Total assets | 142,300,217 | 140,981,542 |
Liabilities and Stockholders’ Deficit | ||
Accounts payable and accrued expense | 1,283,388 | 793,237 |
State franchise tax accrual | 246,740 | 195,695 |
Due to related parties | 153,548 | 123,548 |
Promissory note – related party | 1,380,000 | 1,380,000 |
Promissory note – Blackstone | 1,380,000 | |
Total current liabilities | 4,443,676 | 2,492,480 |
Warrant liabilities | 152,803 | 284,770 |
Total liabilities | 4,596,479 | 2,777,250 |
Commitments | ||
Common stock subject to possible redemption, 13,800,000 shares (at redemption value of approximately $10.30 and $10.20 per share) at March 31, 2022 and December 31, 2021 | 142,237,615 | 140,822,578 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 4,369,000 shares (excluding 13,800,000 shares subject to possible redemption) issued and outstanding at March 31, 2022 and December 31, 2021 | 437 | 437 |
Additional paid-in capital | ||
Accumulated deficit | (4,534,314) | (2,618,723) |
Total stockholders’ deficit | (4,533,877) | (2,618,286) |
Total Liabilities and Stockholders’ Deficit | $ 142,300,217 | $ 140,981,542 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock subject to possible redemption | 13,800,000 | 13,800,000 |
Redemption value per share (in Dollars per share) | $ 10.3 | $ 10.2 |
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 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,369,000 | 4,369,000 |
Common stock, shares outstanding | 4,369,000 | 4,369,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Formation and operating costs | $ 667,558 | $ 199,795 |
Loss from operations | (667,558) | (199,795) |
Other income | ||
Interest income | 35,037 | 24,047 |
Change in fair value of warrant liabilities | 131,967 | 295,885 |
Total other income | 167,004 | 319,932 |
Net income (loss) | $ (500,554) | $ 120,137 |
Basic and diluted weighted average shares outstanding, common stock subject to redemption (in Shares) | 13,800,000 | 13,800,000 |
Basic and diluted net (loss) income per share attributable to common stock subject to redemption (in Dollars per share) | $ 0 | $ 0.01 |
Basic and diluted weighted average shares outstanding, common stock (in Shares) | 4,369,000 | 4,369,000 |
Basic and diluted net (loss) income per share attributable to common stockholders (in Dollars per share) | $ (0.11) | $ 0.01 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Changes in Stockholders’ (Deficit) Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||
Balance at Dec. 31, 2020 | $ 437 | [1] | $ 144,300 | $ (125,482) | $ 19,255 | |
Balance (in Shares) at Dec. 31, 2020 | [1] | 4,369,000 | ||||
Net loss | [1] | 120,137 | 120,137 | |||
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on Trust Account) | [1] | (24,047) | (24,047) | |||
Balance at Mar. 31, 2021 | $ 437 | [1] | 120,253 | (5,345) | 115,345 | |
Balance (in Shares) at Mar. 31, 2021 | [1] | 4,369,000 | ||||
Balance at Dec. 31, 2021 | $ 437 | [1] | (2,618,723) | (2,618,286) | ||
Balance (in Shares) at Dec. 31, 2021 | [1] | 4,369,000 | ||||
Net loss | [1] | (500,554) | (500,554) | |||
Extension Funds attributable to common stock subject to redemption under ASC 480-10-S99 against additional paid-in-capital (“APIC”) | [1] | (1,380,000) | (1,380,000) | |||
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on Trust Account) | [1] | (35,037) | (35,037) | |||
Balance at Mar. 31, 2022 | $ 437 | [1] | $ (4,534,314) | $ (4,533,877) | ||
Balance (in Shares) at Mar. 31, 2022 | [1] | 4,369,000 | ||||
[1] | This number excludes 13,800,000 shares of common stock subject to possible redemption at March 31, 2022 and 2021. |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (500,554) | $ 120,137 |
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: | ||
Interest earned on investment held in Trust Account | (35,037) | (24,047) |
Change in fair value of warrants | (131,967) | (295,885) |
Changes in current assets and current liabilities: | ||
Prepaid assets | 34,782 | (3,556) |
Accounts payable and accrued expense | 490,151 | (182,248) |
State franchise tax accrual | 51,045 | 42,090 |
Due to related parties | 30,000 | 30,000 |
Net cash provided by/(used in) operating activities | (61,580) | (313,509) |
Cash Flows from Investing Activities: | ||
Cash deposited in Trust Account | (1,380,000) | |
Net cash used in investing activities | (1,380,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note - Blackstone | 1,380,000 | |
Net cash provided by financing activities | 1,380,000 | |
Net Increase in Cash | (61,580) | (313,509) |
Cash - Beginning | 86,792 | 677,130 |
Cash - Ending | 25,212 | 363,621 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Extension Funds attributable to common stock subject to redemption under ASC 480-10-S99 against APIC | 1,380,000 | |
Subsequent measurement of common stock subject to redemption under ASC 480-10-S99 against APIC (interest earned on Trust Account) | $ 35,037 | $ 24,047 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Ackrell SPAC Partners I Co. (the “Company”) is a blank check company formed under the laws of the State of Delaware on September 11, 2018. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination” or “Initial Business Combination”). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Ackrell SPAC Sponsors I LLC (the “Sponsor”), a Delaware limited liability company. As of March 31, 2022, the Company had not yet commenced any revenue-generating operations. All activity through March 31, 2022 relates to the Company’s formation, the Initial Public Offering (as defined below), the search for a prospective Initial Business Combination, and efforts toward consummating the Initial Business Combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liability as other income (expense) (See Note 10). On December 15, 2021, the Company formed Blackstone Products, Inc. (“Newco”), a Delaware corporation that is a wholly-owned subsidiary of the Company, and Ackrell Merger Sub Inc. (“Merger Sub”), a Delaware corporation that is a wholly-owned subsidiary of Newco, for the purpose of executing the Merger Agreement (as defined below). All activities of Newco and Merger Sub through March 31, 2022 related to executing the Merger Agreement. On December 22, 2021, the Company, Newco and Merger Sub entered into a business combination agreement (the “Merger Agreement”) with North Atlantic Imports, LLC, an innovative griddle company d/b/a Blackstone Products (“Blackstone”), pursuant to which the two companies agreed to consummate a Business Combination where the combined company will own 100% of Blackstone post Business Combination. The aggregate consideration to be paid in the transactions is based on a pre-money Blackstone equity valuation of approximately $721 million. In connection with the Business Combination, the Company and Newco entered into subscription agreements with certain investors (the “PIPE Investors”), pursuant to which Newco agreed to issue and sell to the PIPE Investors approximately 3,100,000 units (the “Newco Units”) for a purchase price of $10.00 per unit, for an aggregate of approximately $31,000,000 and approximately $111,000,000 principal amount of Newco convertible notes immediately prior to the closing of the Business Combination. Each Newco Unit consists of one share of Newco common stock and one-half of a warrant to acquire Newco common stock at an exercise price of $11.50 per share. Financing The registration statements (“Registration Statements”) for the Company’s initial public offering (“Initial Public Offering” or “IPO”) were declared effective on December 21, 2020. On December 23, 2020, the Company consummated the Initial Public Offering of 13,800,000 units (the “Public Units”), which included the full exercise of the underwriter’s overallotment option, generating gross proceeds of $138,000,000, which is described in Note 3. Each Public Unit consists of (i) one subunit (the “Public Subunit”), which consists of one share of common stock (the “Public Share”) and one-half of one redeemable warrant, and (ii) one-half of one redeemable warrant (collectively, the redeemable warrants included in the Public Units and Public Subunits, the “Public Warrants”). Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Simultaneously with the closing of the IPO, the Company consummated the sale of an aggregate of 539,000 units (the “Private Units”) at a price of $10.00 per unit in a private placement to the Sponsor and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), generating gross proceeds of an aggregate of $5,390,000, which is described in Note 4. Each Private Unit consists of (i) one subunit (the “Private Subunit”), which consists of one share of common stock (the “Private Share”) and one-half of one redeemable warrant, and (ii) one-half of one redeemable warrant (collectively, the redeemable warrants included in the Private Units and Private Subunits, the “Private Warrants”). Each whole Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Trust Account Following the closing of the IPO on December 23, 2020, an amount of $139,380,000 ($10.10 per Unit) from the net proceeds of the sale of the Public and Private Units in the IPO and private placement was placed in a trust account (“Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (a) the completion of the Company’s Initial Business Combination, (b) the redemption of any Public Subunits properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, or (c) the redemption of the Company’s Public Subunits if the Company is unable to complete the Initial Business Combination within the Combination Period (as defined below). On December 23, 2021, the Company deposited $1,380,000 into the Trust Account and extended the period of time to consummate the Initial Business Combination by three months from December 23, 2021 to March 23, 2022. On March 21, 2022, the Company deposited an additional $1,380,000 into the Trust Account and further extended the period of time to consummate the Initial Business Combination by an additional three months from March 23, 2022 to June 23, 2022 (the “Extended Combination Period”). The aggregate of $2,760,000 from the above mentioned two extensions was funded by proceeds from the promissory notes issued to the Sponsor and Blackstone on December 23, 2021 and March 16, 2022, respectively (See Note 5 and Note 8). On April 28, 2022, pursuant to the trust agreement dated as of December 21, 2020 between the Company and Continental Stock Transfer & Trust Company (“CST”), the trustee of the Trust Account, the Company issued a request to CST to withdraw $129,279 of interest income from the Trust Account for the payment of the Company’s taxes. The proceeds from this withdrawal were deposited into the Company’s operating bank account on May 10, 2022 (See Note 11). Initial Business Combination The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination 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. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Subunits included in the Public Units sold in the IPO upon the completion of a 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 a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their Public Subunits for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per subunit, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Company had 12 months from the closing of the IPO to consummate a Business Combination with an opportunity to extend the period of time up to two times each by an additional three months (for a total of up to 18 months to complete a business combination) (the “Combination Period”), subject to the Sponsor and/or its designees depositing into the Trust Account, on or prior to the applicable deadline, additional funds of $1,380,000 ($0.10 per unit) for each of the available three-month extensions. On December 23, 2021, the Company deposited $1,380,000 into the Trust Account and extended the period of time to consummate the Initial Business Combination by three months from December 23, 2021 to March 23, 2022. On March 21, 2022, the Company deposited an additional $1,380,000 into the Trust Account and further extended the period of time to consummate the Initial Business Combination by an additional three months from March 23, 2022 to June 23, 2022. The aggregate of $2,760,000 from the above mentioned two extensions was funded by proceeds from the promissory notes issued to the Sponsor and Blackstone on December 23, 2021 and March 16, 2022, respectively (See Note 5 and Note 8). The Sponsor, EarlyBirdCapital and the Company’s officer and directors have agreed to (i) waive their conversion rights with respect to their Founder Shares (See Note 5), Representative Shares (See Note 8) and Private Subunits (collectively, the “Private Securities”) in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Private Securities if the Company fails to consummate a Business Combination within the Extended Combination Period and (iii) not to propose an amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Subunits if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their Public Subunits in conjunction with any such amendment. Liquidation The holders of the Private Securities will not participate in any liquidation distribution with respect to such securities. 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 the $10.10 per Public Unit in the IPO. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.10 per Public Subunit by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. The agreement entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (2) as to any claims for indemnification by the underwriters of the Company’s IPO against certain liabilities, including liabilities under the Securities Act. The Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations. The Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company believes it is unlikely that Sponsor will be able to satisfy its indemnification obligations if it is required to do so. Liquidity and Going Concern As of March 31, 2022, the Company had cash outside the Trust Account of $25,212 available for working capital needs. All remaining cash and securities were held in the Trust Account and are generally unavailable for the Company’s use prior to an Initial Business Combination (except that the Company may withdraw interest generated in the Trust Account to pay taxes) and are restricted for use either in a Business Combination or to redeem Public Subunits. As of March 31, 2022, none of the amount on deposit in the Trust Account was available to be withdrawn as described above (except $95,129 of interest income that may be withdrawn to pay taxes). Through March 31, 2022, the Company’s liquidity needs were satisfied through receipt of $5,000 from the sale of the Founder Shares (See Note 5), advances from the Sponsor in an aggregate amount of $300,000 which were repaid upon the IPO, and the remaining net proceeds from the IPO and private placement (See Note 4 and 5) held outside of the Trust Account. Additionally, the Company received $1,380,000 from the Sponsor Extension Loan (see Note 5) and another $1,380,000 from the Blackstone Extension Loan (See Note 8), which the Company deposited into the Trust Account to extend the period of time to consummate the Initial Business Combination from December 23, 2021 to June 23, 2022. The Company’s initial stockholders, officers, directors or their affiliates 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 may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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, other than the interest on such proceeds that may be released for working capital purposes. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. As of March 31, 2022 and December 31, 2021, no Working Capital Loans were outstanding. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans from the Initial Stockholders, the Sponsor, the Company’s officers and directors, or their respective affiliates, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company anticipates that the $25,212 outside of the Trust account as of March 31, 2022 will not be sufficient to allow the Company to operate for at least the next 12 months, assuming that a Business Combination is not consummated during that time. On December 23, 2021, the Company deposited $1,380,000 into the Trust Account and extended the period of time to consummate the Initial Business Combination by three months from December 23, 2021 to March 23, 2022. On March 21, 2022, the Company deposited an additional $1,380,000 into the Trust Account and further extended the period of time to consummate the Initial Business Combination by an additional three months from March 23, 2022 to June 23, 2022. The aggregate of $2,760,000 from the above mentioned two extensions was funded by proceeds from the promissory notes issued to the Sponsor and Blackstone on December 23, 2021 and March 16, 2022, respectively (See Note 5). On April 6, 2022, the Company issued a third unsecured promissory note in the principal amount of $115,000 to Blackstone to fund payment of fees due to Nasdaq (See Note 11). On April 27, 2022, continued operations (See Note 11) |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022, which contained the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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, 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 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. 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $25,212 of cash held outside of the Trust Account as of March 31, 2022 and $86,792 as of December 31, 2021. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. Investment Held in Trust Account As of March 31, 2022 and December 31, 2021, the Company had $142,237,615 and $140,822,578, respectively, in the Trust Account which may be utilized for Business Combination. As of March 31, 2022 and December 31, 2021, the Trust Account consisted of both cash and Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. On April 28, 2022, pursuant to the trust agreement dated as of December 21, 2020 between the Company and CST, the Company issued a request to CST to withdraw $129,279 of interest income from the Trust Account for the payment of the Company’s taxes. The proceeds from this withdrawal were deposited into the Company’s operating bank account on May 10, 2022 (See Note 11). A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the condensed statements of operations. Interest income is recognized when earned. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Common Stock (underlying the Public Subunits) Subject to Possible Redemption The Company accounts for its common stock underlying the Public Subunits that are subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock underlying the Public Subunits subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock underlying Public Subunits (including common stock underlying Public Subunits that features 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, common stock underlying the Public Subunits are classified as stockholders’ equity. The Company’s common stock underlying the Public Subunits feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, common stock underlying the Public Subunits subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instruments are recorded at fair value at inception and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable Public Share underlying the Public Subunit and income (loss) per non-redeemable Founder Share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76% for the Public Shares underlying the Public Subunits and 24% for the non-redeemable Founder Shares for the three months ended March 31, 2022 and 2021, reflective of the respective participation rights. The earnings per share presented in the statements of operations is based on the following: For the For the March 31, March 31, Net income (loss) $ (500,554 ) $ 120,137 Attribution of extension funds to redeemable shares (1,380,000 ) - Accretion of temporary equity to redemption value (35,037 ) (24,047 ) Net income (loss) including accretion of temporary equity to redemption value $ (1,915,591 ) $ 96,090 For the three months ended For the three months ended March 31, 2022 March 31, 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (1,454,959 ) $ (460,632 ) $ 72,984 $ 23,106 Attribution of extension funds to redeemable shares 1,380,000 — — — Accretion of temporary equity to redemption value 35,037 — 24,047 — Allocation of net income (loss) $ (39,922 ) $ (460,632 ) $ 97,031 $ 23,106 Denominator: Weighted-average shares outstanding 13,800,000 4,369,000 13,800,000 4,369,000 Basic and diluted net income (loss) per share $ (0.00 ) $ (0.11 ) $ 0.01 $ 0.01 As of March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial as of March 31, 2022 and December 31, 2021. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU introduced a new credit loss methodology, the Current Expected Credit Losses (“CECL”) methodology, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to maturity debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired. After the issuance of ASU 2016-13, the FASB issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. In November 2019, the FASB issued an amendment making this ASU effective for fiscal years beginning after December 15, 2022 for smaller reporting companies. The Company plans to adopt this standard in the first quarter of 2023 and does not expect the adoption will have a significant impact on its financial statements and related disclosures. Other than as noted above, Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2022 | |
Initial Public Offering Disclosure [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On December 23, 2020, the Company sold 13,800,000 Public Units at a price of $10.00 per Public Unit, including the issuance of 1,800,000 Public Units as a result of the underwriters’ full exercise of their over-allotment option. Each Public Unit consists of (i) one Public Subunit, which consists of one Public Share and one-half of one Public Warrant, and (ii) one-half of one Public Warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. (See Note 7). |
Private Placements
Private Placements | 3 Months Ended |
Mar. 31, 2022 | |
Private Placement [Abstract] | |
Private Placements | Note 4 — Private Placements Simultaneously with the closing of the IPO, the Sponsor and EarlyBirdCapital purchased an aggregate of 539,000 Private Units, at a price of $10.00 per unit, for an aggregate purchase price of $5,390,000. A portion of the proceeds from the sale of Private Units were added to the net proceeds from the IPO held in the Trust Account. The Private Units and their underlying securities are identical to the units sold in the Initial Public Offering except the Private Warrants will be non-redeemable and may be exercised on a cashless basis. The purchasers of the Private Units have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the Founder Shares) until the completion of the Business Combination. If the Company does not complete a Business Combination within the Extended Combination Period, the proceeds of the sale of the Private Units will be used to fund the redemption of the Public Subunits (subject to the requirements of applicable law). |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On September 11, 2018, the Company issued 3,737,500 shares of common stock (the “Founder Shares”) to its initial stockholder, Able SPAC Holding LLC, for $5,000 in cash, or approximately $0.0013 per share, in connection with formation. On November 25, 2020, the Sponsor contributed back to the Company, for no consideration, 862,500 Founder Shares for cancellation, resulting in an aggregate of 2,875,000 Founder Shares outstanding. On December 21, 2020, the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an aggregate of 3,450,000 Founder Shares outstanding. Founder Shares, subject to certain limited exceptions contained in the Registration Statements, will not be transferred, assigned, sold or released from escrow for a period ending on the six-month anniversary of the date of the consummation of the Initial Business Combination or earlier if, subsequent to its Initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange Promissory Note – Related Party On December 23, 2021, the Company issued an unsecured promissory note in the principal amount of $1,380,000 to the Sponsor (the “Sponsor Extension Loan”). As of December 31, 2021, the Company had drawn down the full $1,380,000 on the Sponsor Extension Loan. The Sponsor Extension Loan is non-interest bearing and payable in cash upon the closing of the Company’s Initial Business Combination. In the event the Company fails to complete an Initial Business Combination prior to the deadline set forth in its governing document, no payment will be due under the Sponsor Extension Loan and the principal balance of the Sponsor Extension Loan will be forgiven. Administrative Services Agreement Commencing on the effective date of the Registration Statements, the Company has agreed to pay an affiliate of the Company’s Chairman an aggregate fee of $10,000 per month for providing the Company with office space and certain office and secretarial services. This arrangement will terminate upon completion of the Company’s Initial Business Combination or the distribution of the Trust Account to the Company’s public stockholders. As of March 31, 2022 and December 31, 2021, the Company has accrued $153,548 and $123,548, respectively, of administrative fees as a due to related party. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans. If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may 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, other than the interest on such proceeds that may be released for working capital purposes. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. As of March 31, 2022 and December 31, 2021, no Working Capital Loans were outstanding. |
Cash and Securities Held in Tru
Cash and Securities Held in Trust Account | 3 Months Ended |
Mar. 31, 2022 | |
Cash and Securities Held in Trust Account [Abstract] | |
Cash and Securities Held in Trust Account | Note 6 — Cash and Securities Held in Trust Account As of March 31, 2022 and December 31, 2021, cash and securities held in Trust Account are $142,237,615 and $140,822,578, respectively, and will not be released until the earlier of (a) the completion of the Company’s Initial Business Combination, (b) the redemption of any Public Subunits properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, or (c) the redemption of the Company’s Public Subunits if the Company is unable to complete the Initial Business Combination within the Extended Combination Period. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Preferred Stock Common Stock On December 23, 2020, the Company sold 13,800,000 shares of common stock as part of units sold in the IPO. Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 539,000 shares of common stock as part of the Private Units. As of March 31, 2022 and December 31, 2021, shares of common stock subject to redemption were 13,800,000. The total number of shares of common stock outstanding at March 31, 2022 and December 31, 2021 was 4,369,000. Warrants |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | Note 8 — Commitments & Contingencies Registration Rights The holders of the Founder Shares, Private Units (and their underlying securities), Representative Shares (As defined below) and any Units that may be issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to an agreement signed on the effective date of the Registration Statements. The holders of a majority of these securities will be entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Units and units issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates an Initial Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of an Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On December 23, 2020, the underwriters exercised its full over-allotment option of 1,800,000 units. On December 23, 2020, the underwriters were paid a cash underwriting fee of 2% of the gross proceeds of the IPO, totaling $2,760,000. In addition, prior to the IPO, the Company issued to EarlyBirdCapital an aggregate of 380,000 shares of common stock (the “Representative Shares”) at approximately $0.0001 per share. The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness of the Registration Statements pursuant to Rule 5110(g)(1) of the FINRA Manual. Pursuant to FINRA Rule 5110(g)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Registration Statements, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. Business Combination Marketing Agreement The Company has engaged EarlyBirdCapital as an advisor in connection with the Company’s business combination to assist the Company in holding meetings with the Company’s stockholders to discuss the potential business combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the Company’s Initial Business Combination, assist the Company in obtaining stockholder approval for the business combination and assist the Company with its press releases and public filings in connection with the Initial Business Combination. The Company will pay EarlyBirdCapital a cash fee for such services upon the consummation of the Company’s Initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO (exclusive of any applicable finders’ fees which might become payable); provided that up to 30% of the fee may be allocated at the Company’s sole discretion to other FINRA members (including, with EarlyBirdCapital’s prior consent which shall not be unreasonably withheld, companies affiliated with the Company or the Company’s officers or directors, including Ackrell Capital) that assist the Company in identifying or consummating an Initial Business Combination. Capital Markets Advisors Agreements The Company has engaged Nomura Securities International, Inc. (“Nomura”) as an advisor to assist the Company with identifying and assessing potential Business Combination targets. Upon the closing of the Business Combination, the Company will pay Nomura a variable transaction fee of up to $10 million based on the transaction value of the Business Combination, with a minimum transaction fee of $5 million which may be reduced by up to $750,000 to cover the Company’s costs to obtain fairness opinion(s). Additionally, the Company has engaged Nomura and Barclays Capital Inc. (“Barclays”) (collectively, the “Blackstone Advisors”) to serve as exclusive capital markets advisors and exclusive joint placement agents in connection with the Company’s Business Combination with Blackstone. Upon the consummation of the Company’s Business Combination with Blackstone, the Company will pay Barclays an advisory fee of $1.5 million and will pay the Blackstone Advisors a placement fee equal to 5.0% of the gross proceeds received by the Company from any private placements arranged by the Blackstone Advisors in connection with the Company’s Business Combination with Blackstone, with a minimum placement fee of $6.0 million. Additionally, the Company has engaged Telsey Advisory Group (“Telsey”) to provide capital markets advisory services in connection with the Company’s Business Combination with Blackstone. The Company will pay Telsey a fixed fee of $650,000, of which $50,000 is payable within thirty days of Telsey completing its capital markets advisory services and the remaining $600,000 is payable upon the consummation of the Company’s Business Combination with Blackstone (See Note 11). Promissory Notes - Blackstone On March 16, 2022, the Company issued an unsecured promissory note in the principal amount of $1,380,000 to Blackstone (the “Blackstone Extension Loan”). As of March 31, 2022, the Company had drawn down the full $1,380,000 on the Blackstone Extension Loan. The Blackstone Extension Loan is non-interest bearing and payable in cash upon the closing of the Company’s Initial Business Combination. In the event the Company fails to complete an Initial Business Combination prior to the deadline set forth in its governing document, no payment will be due under the Blackstone Extension Loan and the principal balance of the Blackstone Extension Loan will be forgiven. On April 6, 2022, the Company issued another unsecured promissory note in the principal amount of $115,000 to Blackstone (See Note 11). The proceeds of this note was used to pay outstanding Nasdaq fees owed by the Company. The note is non-interest bearing and payable in cash upon the closing of the Company’s Initial Business Combination. In the event that the Company fails to complete an Initial Business Combination prior to the deadline set forth in its governing document, no payment will be due under the note and the principal balance of the note will be forgiven. On April 27, 2022, The proceeds of this note will be used as working capital to fund the continued operations of the Company. The note is non-interest bearing and payable in cash upon the earlier of i) the closing of the Company’s Initial Business Combination, and ii) September 23, 2022. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value Measurements 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. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs 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 tiers include: ● Level 1 - defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2 - defined as 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 - defined as unobservable inputs in 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. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheet. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, due to related parties are estimated to approximate the carrying values as of March 31, 2022 and December 31, 2021 due to the short maturities of such instruments. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability. Recurring Fair Value Measurements As of March 31, 2022, investment in the Company’s Trust Account consisted of $1,663 in cash and $142,235,952 in U.S. Treasury Securities. The value of the cash held in Trust Account, U.S. Treasury Securities held in Trust Account and Private Warrant liability was determined by quoted prices in active markets (Level 1), significant other observable inputs (Level 2) and significant other unobservable inputs (Level 3), respectively, as of March 31, 2022. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, Quoted Significant Significant Description 2022 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 1,663 1,663 - $ - U.S. Treasury Securities held in Trust Account 142,235,952 - 142,235,952 - 142,237,615 1,663 142,235,952 - Liabilities: Warrant Liability – Private Warrants $ 152,803 $ - $ - $ 152,803 As of December 31, 2021, investment in the Company’s Trust Account consisted of $1,895 in cash and $140,820,683 in U.S. Treasury Securities. The value of the cash held in Trust Account, U.S. Treasury Securities held in Trust Account and Private Warrant liability was determined by quoted prices in active markets (Level 1), significant other observable inputs (Level 2) and significant other unobservable inputs (Level 3), respectively, as of December 31, 2021. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant Significant Description 2021 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 1,895 1,895 - $ - U.S. Treasury Securities held in Trust Account 140,820,683 - 140,820,683 - 140,822,578 1,895 140,820,683 - Liabilities: Warrant Liability – Private Warrants $ 284,770 $ - $ - $ 284,770 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the three months ended March 31, 2022 and 2021. |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | Note 10 — Warrant Liabilities At March 31, 2022 and December 31, 2021, there were 539,000 Private Warrants outstanding, which the Company accounts for as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Private Warrants has been estimated using Monte Carlo simulations at each measurement date. The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carol simulation model are assumptions related to expected stock price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its shares of common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is simulated based on management assumptions regarding the timing and likelihood of completing a business combination. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. Once the warrants become exercisable, the Company may redeem the outstanding warrants when the price per share of common stock equals or exceeds $18.00. The assumptions used in calculating the estimated fair values at the end of the reporting period represent the Company’s best estimate. However, inherent uncertainties are involved. If factors or assumptions change, the estimated fair values could be materially different. The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements of the Private Warrants: As of As of December 31, 2021 Stock price $ 10.09 $ 9.86 Strike price $ 11.50 $ 11.50 Term (in years) 5.21 5.43 Volatility 3.7 % 9.2 % Risk-free rate 2.42 % 1.30 % Dividend yield 0.0 % 0.0 % |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — 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 has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. On April 6, 2022, the Company issued another unsecured promissory note in the principal amount of $115,000 to Blackstone. The proceeds of this note was used to pay outstanding Nasdaq fees owed by the Company. The note is non-interest bearing and payable in cash upon the closing of the Company’s Initial Business Combination. In the event that the Company fails to complete an Initial Business Combination prior to the deadline set forth in its governing document, no payment will be due under the note and the principal balance of the note will be forgiven. On April 26, 2022, the Company engaged Telsey to provide capital markets advisory services in connection with the Company’s Business Combination with Blackstone. The Company will pay Telsey a fixed fee of $650,000, of which $50,000 is payable within thirty days of Telsey completing its capital markets advisory services and the remaining $600,000 is payable upon the consummation of the Company’s Business Combination with Blackstone. On April 27, 2022, The proceeds of this note will be used as working capital to fund the continued operations of the Company. The note is non-interest bearing and payable in cash upon the earlier of i) the closing of the Company’s Initial Business Combination, and ii) September 23, 2022. The $385,000 of proceeds from this promissory note was On April 28, 2022, pursuant to the trust agreement dated as of December 21, 2020 between the Company and CST, the Company issued a request to CST to withdraw $129,279 of interest income from the Trust Account for the payment of the Company’s taxes. The proceeds from this withdrawal were deposited into the Company’s operating bank account on May 10, 2022. On May 13, 2022, the Company filed a preliminary proxy statement on Form PRE 14A (“Extension Proxy Statement”) for a special meeting of stockholders to be held for the approval of the extension of the date by which we must consummate an initial business combination from June 23, 2022 (which is 18 months from the closing of our initial public offering) to September 23, 2022 (or such earlier date as determined by the Company’s Board of Directors). |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 as filed with the SEC on March 31, 2022, which contained the audited financial statements and notes thereto. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (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, 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 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. 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 financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $25,212 of cash held outside of the Trust Account as of March 31, 2022 and $86,792 as of December 31, 2021. The Company did not have any cash equivalents as of March 31, 2022 and December 31, 2021. |
Investment Held in Trust Account | Investment Held in Trust Account As of March 31, 2022 and December 31, 2021, the Company had $142,237,615 and $140,822,578, respectively, in the Trust Account which may be utilized for Business Combination. As of March 31, 2022 and December 31, 2021, the Trust Account consisted of both cash and Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. On April 28, 2022, pursuant to the trust agreement dated as of December 21, 2020 between the Company and CST, the Company issued a request to CST to withdraw $129,279 of interest income from the Trust Account for the payment of the Company’s taxes. The proceeds from this withdrawal were deposited into the Company’s operating bank account on May 10, 2022 (See Note 11). A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion are included in the “interest income” line item in the condensed statements of operations. Interest income is recognized when earned. |
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 the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Common Stock (underlying the Public Subunits) Subject to Possible Redemption | Common Stock (underlying the Public Subunits) Subject to Possible Redemption The Company accounts for its common stock underlying the Public Subunits that are subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock underlying the Public Subunits subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock underlying Public Subunits (including common stock underlying Public Subunits that features 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, common stock underlying the Public Subunits are classified as stockholders’ equity. The Company’s common stock underlying the Public Subunits feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at March 31, 2022 and December 31, 2021, common stock underlying the Public Subunits subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Derivative instruments are recorded at fair value at inception and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable Public Share underlying the Public Subunit and income (loss) per non-redeemable Founder Share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the public redeemable shares and founder non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the common stock subject to possible redemption was considered to be dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 76% for the Public Shares underlying the Public Subunits and 24% for the non-redeemable Founder Shares for the three months ended March 31, 2022 and 2021, reflective of the respective participation rights. The earnings per share presented in the statements of operations is based on the following: For the For the March 31, March 31, Net income (loss) $ (500,554 ) $ 120,137 Attribution of extension funds to redeemable shares (1,380,000 ) - Accretion of temporary equity to redemption value (35,037 ) (24,047 ) Net income (loss) including accretion of temporary equity to redemption value $ (1,915,591 ) $ 96,090 For the three months ended For the three months ended March 31, 2022 March 31, 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (1,454,959 ) $ (460,632 ) $ 72,984 $ 23,106 Attribution of extension funds to redeemable shares 1,380,000 — — — Accretion of temporary equity to redemption value 35,037 — 24,047 — Allocation of net income (loss) $ (39,922 ) $ (460,632 ) $ 97,031 $ 23,106 Denominator: Weighted-average shares outstanding 13,800,000 4,369,000 13,800,000 4,369,000 Basic and diluted net income (loss) per share $ (0.00 ) $ (0.11 ) $ 0.01 $ 0.01 As of March 31, 2022 and December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the Company’s earnings. As a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021. 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 has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be immaterial as of March 31, 2022 and December 31, 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The ASU introduced a new credit loss methodology, the Current Expected Credit Losses (“CECL”) methodology, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk. The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to maturity debt securities, trade receivables and other receivables measured at amortized cost at the time the financial asset is originated or acquired. After the issuance of ASU 2016-13, the FASB issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. In November 2019, the FASB issued an amendment making this ASU effective for fiscal years beginning after December 15, 2022 for smaller reporting companies. The Company plans to adopt this standard in the first quarter of 2023 and does not expect the adoption will have a significant impact on its financial statements and related disclosures. Other than as noted above, Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of net income (loss) per common share | For the For the March 31, March 31, Net income (loss) $ (500,554 ) $ 120,137 Attribution of extension funds to redeemable shares (1,380,000 ) - Accretion of temporary equity to redemption value (35,037 ) (24,047 ) Net income (loss) including accretion of temporary equity to redemption value $ (1,915,591 ) $ 96,090 |
Schedule of earnings per share presented in the statements of operations | For the three months ended For the three months ended March 31, 2022 March 31, 2021 Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) including accretion of temporary equity $ (1,454,959 ) $ (460,632 ) $ 72,984 $ 23,106 Attribution of extension funds to redeemable shares 1,380,000 — — — Accretion of temporary equity to redemption value 35,037 — 24,047 — Allocation of net income (loss) $ (39,922 ) $ (460,632 ) $ 97,031 $ 23,106 Denominator: Weighted-average shares outstanding 13,800,000 4,369,000 13,800,000 4,369,000 Basic and diluted net income (loss) per share $ (0.00 ) $ (0.11 ) $ 0.01 $ 0.01 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | March 31, Quoted Significant Significant Description 2022 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 1,663 1,663 - $ - U.S. Treasury Securities held in Trust Account 142,235,952 - 142,235,952 - 142,237,615 1,663 142,235,952 - Liabilities: Warrant Liability – Private Warrants $ 152,803 $ - $ - $ 152,803 December 31, Quoted Significant Significant Description 2021 (Level 1) (Level 2) (Level 3) Assets: Cash held in Trust Account $ 1,895 1,895 - $ - U.S. Treasury Securities held in Trust Account 140,820,683 - 140,820,683 - 140,822,578 1,895 140,820,683 - Liabilities: Warrant Liability – Private Warrants $ 284,770 $ - $ - $ 284,770 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrant Liabilities [Abstract] | |
Schedule of fair value measurements of the Private Warrants | As of As of December 31, 2021 Stock price $ 10.09 $ 9.86 Strike price $ 11.50 $ 11.50 Term (in years) 5.21 5.43 Volatility 3.7 % 9.2 % Risk-free rate 2.42 % 1.30 % Dividend yield 0.0 % 0.0 % |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | Apr. 06, 2022 | Dec. 23, 2021 | Apr. 28, 2022 | Apr. 27, 2022 | Dec. 23, 2021 | Dec. 22, 2021 | Dec. 23, 2020 | Jun. 23, 2022 | Mar. 31, 2022 | Mar. 23, 2022 | Mar. 16, 2022 | Dec. 31, 2021 | Mar. 21, 2022 |
Organization and Business Operations (Details) [Line Items] | |||||||||||||
Blackstone equity valuation | $ 721,000,000 | ||||||||||||
Agreed to issue and sell to the PIPE investors (in Shares) | 3,100,000 | ||||||||||||
Purchase price per share unit (in Dollars per share) | $ 10 | ||||||||||||
Aggregate value | $ 31,000,000 | ||||||||||||
Principal amount | $ 111,000,000 | ||||||||||||
Gross proceeds | $ 2,760,000 | ||||||||||||
Deposited in trust account | $ 1,380,000 | $ 1,380,000 | |||||||||||
Deposited an additional amount into trust account | $ 1,380,000 | ||||||||||||
Proceeds from the promissory notes | $ 2,760,000 | ||||||||||||
Interest income | $ 129,279 | $ 95,129 | |||||||||||
Percentage of fair market value | 80.00% | ||||||||||||
Deposit in trust account of per subunit (in Dollars per share) | $ 10.1 | ||||||||||||
Liquidation, description | The holders of the Private Securities will not participate in any liquidation distribution with respect to such securities. 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 the $10.10 per Public Unit in the IPO. The Sponsor has agreed that it will be liable to ensure that the proceeds in the Trust Account are not reduced below $10.10 per Public Subunit by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. | ||||||||||||
Cash outside the trust account | $ 25,212 | ||||||||||||
Sale of insider shares | 5,000 | ||||||||||||
Sponsor extension loan | 1,380,000 | ||||||||||||
Blackstone extension loan | 1,380,000 | ||||||||||||
Working capital loans | 1,500,000 | ||||||||||||
Trust account value | 25,212 | ||||||||||||
Principal amount | $ 1,380,000 | ||||||||||||
Trust account | $ 1,663 | $ 1,895 | |||||||||||
Common Stock [Member] | |||||||||||||
Organization and Business Operations (Details) [Line Items] | |||||||||||||
Exercise price per share (in Dollars per share) | $ 11.5 | ||||||||||||
Price per share (in Dollars per share) | $ 11.5 | ||||||||||||
Trust Account [Member] | |||||||||||||
Organization and Business Operations (Details) [Line Items] | |||||||||||||
Cash deposited | $ 1,380,000 | ||||||||||||
Initial Public Offering [Member] | |||||||||||||
Organization and Business Operations (Details) [Line Items] | |||||||||||||
Number of units issued in transaction (in Shares) | 13,800,000 | ||||||||||||
Gross proceeds | $ 138,000,000 | ||||||||||||
Price per share (in Dollars per share) | $ 10.1 | ||||||||||||
Net proceeds | $ 139,380,000 | ||||||||||||
Private Placement [Member] | |||||||||||||
Organization and Business Operations (Details) [Line Items] | |||||||||||||
Number of units issued in transaction (in Shares) | 539,000 | ||||||||||||
Price per share (in Dollars per share) | $ 11.5 | $ 10 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Organization and Business Operations (Details) [Line Items] | |||||||||||||
Principal amount | $ 115,000 | $ 385,000 | |||||||||||
Trust account | $ 129,279 | ||||||||||||
Subsequent Event [Member] | Trust Account [Member] | |||||||||||||
Organization and Business Operations (Details) [Line Items] | |||||||||||||
Cash deposited | $ 1,380,000 | ||||||||||||
Sponsor [Member] | |||||||||||||
Organization and Business Operations (Details) [Line Items] | |||||||||||||
Aggregate amount | $ 300,000 | ||||||||||||
Early Bird Capital Inc [Member] | |||||||||||||
Organization and Business Operations (Details) [Line Items] | |||||||||||||
Gross proceeds | $ 5,390,000 | ||||||||||||
Business Combination [Member] | |||||||||||||
Organization and Business Operations (Details) [Line Items] | |||||||||||||
Company's business combination percentage | 100.00% | 100.00% | |||||||||||
Percentage of ownership interest | 50.00% | ||||||||||||
Business combination price, per unit (in Dollars per share) | $ 10 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Apr. 28, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies (Details) [Line Items] | |||
Cash | $ 25,212 | $ 86,792 | |
Trust account | $ 142,237,615 | $ 140,822,578 | |
Public shares percentage | 76.00% | 76.00% | |
Founder non-redeemable shares percentage | 24.00% | 24.00% | |
Federal depository insurance coverage amount | $ 250,000 | ||
Subsequent Event [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Interest income | $ 129,279 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of net income (loss) per common share - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of net income (loss) per common share [Abstract] | ||
Net income (loss) | $ (500,554) | $ 120,137 |
Attribution of extension funds to redeemable shares | (1,380,000) | |
Accretion of temporary equity to redemption value | (35,037) | (24,047) |
Net income (loss) including accretion of temporary equity to redemption value | $ (1,915,591) | $ 96,090 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of earnings per share presented in the statements of operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Redeemable [Member] | ||
Numerator: | ||
Allocation of net income (loss) including accretion of temporary equity | $ (1,454,959) | $ 72,984 |
Attribution of extension funds to redeemable shares | 1,380,000 | |
Accretion of temporary equity to redemption value | 35,037 | 24,047 |
Allocation of net income (loss) | $ (39,922) | $ 97,031 |
Denominator: | ||
Weighted-average shares outstanding (in Shares) | 13,800,000 | 13,800,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0 | $ 0.01 |
Non-redeemable [Member] | ||
Numerator: | ||
Allocation of net income (loss) including accretion of temporary equity | $ (460,632) | $ 23,106 |
Attribution of extension funds to redeemable shares | ||
Accretion of temporary equity to redemption value | ||
Allocation of net income (loss) | $ (460,632) | $ 23,106 |
Denominator: | ||
Weighted-average shares outstanding (in Shares) | 4,369,000 | 4,369,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.11) | $ 0.01 |
Initial Public Offering (Detail
Initial Public Offering (Details) | 1 Months Ended |
Dec. 23, 2020$ / sharesshares | |
Initial Public Offering (Details) [Line Items] | |
Public offering transaction, description | Each Public Unit consists of (i) one Public Subunit, which consists of one Public Share and one-half of one Public Warrant, and (ii) one-half of one Public Warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. (See Note 7). |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Number of shares sold | 13,800,000 |
Price per unit (in Dollars per share) | $ / shares | $ 10 |
Over-Allotment Option [Member] | |
Initial Public Offering (Details) [Line Items] | |
Issuance of shares units | 1,800,000 |
Private Placements (Details)
Private Placements (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Private Placement [Member] | |
Private Placements (Details) [Line Items] | |
Sale units price per share | $ / shares | $ 10 |
Aggregate purchase price of private placements | $ | $ 5,390,000 |
EarlyBirdCapital, Inc. [Member] | |
Private Placements (Details) [Line Items] | |
Aggregate purchase price | shares | 539,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 23, 2021 | Sep. 11, 2018 | Dec. 21, 2020 | Nov. 25, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions (Details) [Line Items] | ||||||
Principal amount | $ 1,380,000 | |||||
Promissory notes payable | $ 1,380,000 | |||||
Aggregate fee | $ 10,000 | |||||
Administrative fees | 153,548 | $ 123,548 | ||||
Working capital loans | $ 1,500,000 | |||||
Business Combination [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Business combination price, per unit (in Dollars per share) | $ 10 | |||||
Founder Shares [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Common stock shares issued (in Shares) | 3,737,500 | |||||
Cash | $ 5,000 | |||||
Issued price per share (in Dollars per share) | $ 0.0013 | |||||
Cancellation of shares (in Shares) | 862,500 | |||||
Aggregate of shares outstanding (in Shares) | 2,875,000 | |||||
Founder Shares [Member] | Business Combination [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Common stock. description | On December 21, 2020, the Company effected a stock dividend of 0.2 shares of common stock for every share of common stock outstanding, resulting in an aggregate of 3,450,000 Founder Shares outstanding. |
Cash and Securities Held in T_2
Cash and Securities Held in Trust Account (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Cash and Securities Held in Trust Account [Abstract] | ||
Cash and securities held in trust account | $ 142,237,615 | $ 140,822,578 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 1 Months Ended | 3 Months Ended | |
Dec. 23, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity (Details) [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock issued or outstanding, description | At March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock shares | 4,369,000 | 4,369,000 | |
Common stock subject to possible redemption | 13,800,000 | 13,800,000 | |
Common stock, shares outstanding | 4,369,000 | 4,369,000 | |
Purchase share | 1 | ||
Price per share (in Dollars per share) | $ 11.5 | ||
IPO [Member] | Common Stock [Member] | |||
Stockholders' Equity (Details) [Line Items] | |||
Common stock shares | 13,800,000 | ||
Aggregate common stock | 539,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | Apr. 06, 2022 | Dec. 23, 2021 | Apr. 27, 2022 | Apr. 26, 2022 | Mar. 16, 2022 | Dec. 23, 2020 | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments & Contingencies (Details) [Line Items] | ||||||||
Underwriters agreement, description | The Company granted the underwriters a 45-day option to purchase up to 1,800,000 additional Public Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. | |||||||
Underwriting fee percentage | 2.00% | |||||||
Percentage of fee | 30.00% | |||||||
Variable fee | $ 10,000,000 | |||||||
Costs to obtain fairness | 750,000 | |||||||
Fixed fee | $ 1,500,000 | |||||||
Variable fee percentage | 5.00% | |||||||
Principal amount | $ 1,380,000 | |||||||
Promissory notes payable | $ 1,380,000 | |||||||
Minimum [Member] | ||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||
Variable fee | $ 5,000,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||
Number of units issued in transaction (in Shares) | 1,800,000 | |||||||
Initial Public Offering [Member] | ||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||
Proceeds from Issuance or Sale of Equity | $ 2,760,000 | |||||||
Subsequent Event [Member] | ||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||
Principal amount | $ 115,000 | $ 385,000 | ||||||
Business Combination [Member] | ||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||
Percentage of gross proceeds | 3.50% | |||||||
Business Combination with Blackstone [Member] | ||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||
Fixed fee | $ 650,000 | |||||||
Acquired payable | 600,000 | |||||||
Principal amount | $ 1,380,000 | |||||||
Promissory notes payable | 1,380,000 | |||||||
Business Combination with Blackstone [Member] | Minimum [Member] | ||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||
Variable fee | 6,000,000 | |||||||
Business Combination with Blackstone [Member] | Subsequent Event [Member] | ||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||
Fixed fee | $ 650,000 | |||||||
Acquired payable | 600,000 | |||||||
Principal amount | $ 115,000 | $ 385,000 | ||||||
Early Bird Capital Inc [Member] | ||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||
Aggregate shares issued (in Shares) | 380,000 | |||||||
Share price per share (in Dollars per share) | $ 0.0001 | |||||||
Telsey Advisory Group [Member] | ||||||||
Commitments & Contingencies (Details) [Line Items] | ||||||||
Acquired payable | $ 50,000 | $ 50,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Trust account | $ 1,663 | $ 1,895 |
U.S. Treasury Securities | $ 142,235,952 | $ 140,820,683 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash held in Trust Account | $ 1,663 | $ 1,895 |
U.S. Treasury Securities held in Trust Account | 142,235,952 | 140,820,683 |
Fair value of assets | 142,237,615 | 140,822,578 |
Liabilities: | ||
Warrant Liability – Private Warrants | 152,803 | 284,770 |
Quoted Prices In Active Markets (Level 1) | ||
Assets: | ||
Cash held in Trust Account | 1,663 | 1,895 |
U.S. Treasury Securities held in Trust Account | ||
Fair value of assets | 1,663 | 1,895 |
Liabilities: | ||
Warrant Liability – Private Warrants | ||
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash held in Trust Account | ||
U.S. Treasury Securities held in Trust Account | 142,235,952 | 140,820,683 |
Fair value of assets | 142,235,952 | 140,820,683 |
Liabilities: | ||
Warrant Liability – Private Warrants | ||
Significant Other Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash held in Trust Account | ||
U.S. Treasury Securities held in Trust Account | ||
Fair value of assets | ||
Liabilities: | ||
Warrant Liability – Private Warrants | $ 152,803 | $ 284,770 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Warrant Liabilities [Abstract] | ||
Private warrant outstanding | 539,000 | 539,000 |
Warrants price per share (in Dollars per share) | $ 18 |
Warrant Liabilities (Details) -
Warrant Liabilities (Details) - Schedule of fair value measurements of the Private Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022$ / shares$ / item | Dec. 31, 2021$ / shares$ / item | |
Schedule of fair value measurements of the Private Warrants [Abstract] | ||
Stock price (in Dollars per share) | $ / shares | $ 10.09 | $ 9.86 |
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 |
Term (in years) | 5 years 2 months 15 days | 5 years 5 months 4 days |
Volatility | 3.70% | 9.20% |
Risk-free rate | 2.42% | 1.30% |
Dividend yield | 0.00% | 0.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 06, 2022 | Dec. 23, 2021 | May 28, 2022 | Apr. 27, 2022 | Apr. 26, 2022 | Mar. 16, 2022 | Mar. 31, 2022 | May 13, 2022 |
Subsequent Events (Details) [Line Items] | ||||||||
Principal amount | $ 1,380,000 | |||||||
Fixed fee | $ 1,500,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Principal amount | $ 115,000 | $ 385,000 | ||||||
Forecast [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Interest income | $ 129,279 | |||||||
Telsey Advisory Group [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Acquired payable | $ 50,000 | 50,000 | ||||||
Business Combination with Blackstone [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Principal amount | $ 1,380,000 | |||||||
Fixed fee | 650,000 | |||||||
Acquired payable | $ 600,000 | |||||||
Business Combination with Blackstone [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Principal amount | $ 115,000 | $ 385,000 | ||||||
Fixed fee | 650,000 | |||||||
Acquired payable | $ 600,000 | |||||||
Net proceeds of promissory note | $ 385,000 |