Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 01, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | ||
Entity Registrant Name | Pine Island Acquisition Corp. | ||
Document Period End Date | Dec. 31, 2021 | ||
Transition Report | true | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39707 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-2640308 | ||
Entity Address State Or Province | FL | ||
Entity Address, Address Line One | 2455 E. Sunrise Blvd. Suite 1205 | ||
Entity Address, City or Town | Fort Lauderdale | ||
Entity Address, Postal Zip Code | 33304 | ||
City Area Code | 954 | ||
Local Phone Number | 526-4865 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 212,491,524 | ||
Entity Central Index Key | 0001822835 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 688 | ||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant | ||
Trading Symbol | PIPP.U | ||
Security Exchange Name | NYSE | ||
Class A common stock | |||
Title of 12(b) Security | Shares of Class A common stock, included as part of the units | ||
Trading Symbol | PIPP | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 21,838,800 | ||
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |||
Title of 12(b) Security | Redeemable warrants included as part of the units | ||
Trading Symbol | PIPP WS | ||
Security Exchange Name | NYSE | ||
Class B common stock | |||
Entity Common Stock, Shares Outstanding | 5,459,700 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 16,421 | $ 403,875 |
Prepaid expenses | 407,989 | 875,684 |
Total current assets | 424,410 | 1,279,559 |
Investments held in Trust Account | 218,445,931 | 218,402,560 |
Total Assets | 218,870,341 | 219,682,119 |
Current liabilities: | ||
Accounts payable | 142,362 | 83,866 |
Accrued expenses | 539,000 | 90,000 |
Franchise tax payable | 140,986 | 72,329 |
Note payable | 245,000 | |
Total current liabilities | 1,067,348 | 246,195 |
Derivative warrant liabilities | 10,487,550 | 21,175,240 |
Deferred underwriting commissions | 7,643,580 | 7,643,580 |
Total liabilities | 19,198,478 | 29,065,015 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (18,716,683) | (27,771,442) |
Total stockholders' deficit | (18,716,137) | (27,770,896) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | 218,870,341 | 219,682,119 |
Class A common stock | ||
Stockholders' Deficit: | ||
Common Stock | 0 | 0 |
Class B common stock | ||
Stockholders' Deficit: | ||
Common Stock | 546 | 546 |
Class A common stock subject to possible redemption | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, $0.0001 par value; 21,838,800 shares at $10.00 per share as of December 31, 2021 and 2020 | $ 218,388,000 | $ 218,388,000 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Share subject to possible redemption (in shares) | 21,838,800 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 21,838,800 | 21,838,800 |
Common stock, shares outstanding | 21,838,800 | 21,838,800 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 5,459,700 | 5,459,700 |
Common stock, shares outstanding | 5,459,700 | 5,459,700 |
Class A common stock subject to possible redemption | ||
Share subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Share subject to possible redemption (in shares) | 21,838,800 | 21,838,800 |
Redemption price (per share) | $ 10 | $ 10 |
Common stock, shares authorized | 200,000,000 | |
Common class A subject to non-redeemable | ||
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
General and administrative expenses | $ 177,141 | $ 1,475,903 |
Franchise tax expense | 72,329 | 200,399 |
Loss from operations | (249,470) | (1,676,302) |
Other income (expenses): | ||
Loss on issuance of Private Placement warrants | 933,938 | |
Change in fair value of derivative warrant liabilities | (1,352,630) | 10,687,690 |
Financing cost- derivative warrant liabilities | 753,670 | |
Gain on investments held in Trust Account | (14,560) | (43,371) |
Net income (loss) | $ (3,275,148) | $ 9,054,759 |
Class A common stock | ||
Other income (expenses): | ||
Weighted average shares outstanding, basic | 6,991,537 | 21,838,800 |
Weighted average shares outstanding, diluted | 6,991,537 | 21,838,800 |
Net income (loss) per share, basic | $ (0.27) | $ 0.33 |
Net income (loss) per share, diluted | $ (0.27) | $ 0.33 |
Class B common stock | ||
Other income (expenses): | ||
Weighted average shares outstanding, basic | 4,997,823 | 5,459,700 |
Weighted average shares outstanding, diluted | 4,997,823 | 5,459,700 |
Net income (loss) per share, basic | $ (0.27) | $ 0.33 |
Net income (loss) per share, diluted | $ (0.27) | $ 0.33 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common StockClass A common stock | Common StockClass B common stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at the beginning at Aug. 20, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance at the beginning (in shares) at Aug. 20, 2020 | 0 | 0 | |||
Issuance of Class B common stock to Sponsor | $ 0 | $ 546 | 24,454 | 0 | 25,000 |
Issuance of Class B common stock to Sponsor (in shares) | 0 | 5,459,700 | |||
Accretion of Common stock subject to redemption amount | $ 0 | $ 0 | (24,454) | (24,496,294) | (24,520,748) |
Accretion of Common stock subject to redemption amount (in shares) | 0 | 0 | |||
Net income (loss) | $ 0 | $ 0 | 0 | (3,275,148) | (3,275,148) |
Balance at the ending at Dec. 31, 2020 | $ 0 | $ 546 | 0 | (27,771,442) | (27,770,896) |
Balance at the ending (in shares) at Dec. 31, 2020 | 0 | 5,459,700 | |||
Net income (loss) | $ 0 | $ 0 | $ 0 | 9,054,759 | 9,054,759 |
Balance at the ending at Dec. 31, 2021 | $ 546 | $ (18,716,683) | $ (18,716,137) | ||
Balance at the ending (in shares) at Dec. 31, 2021 | 5,459,700 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (3,275,148) | $ 9,054,759 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Loss on issuance of Private Placement warrants | 933,938 | |
Financing cost - derivative warrant liabilities | 753,670 | |
Change in fair value of derivative warrant liabilities | 1,352,630 | (10,687,690) |
Gain on investments held in Trust Account | (14,560) | (43,371) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (875,684) | 467,695 |
Accounts payable | 53,706 | 58,496 |
Accrued expenses | 15,000 | 449,000 |
Franchise tax payable | 72,329 | 68,657 |
Net cash used in operating activities | (984,119) | (632,454) |
Cash Flows from Investing Activities | ||
Cash deposited in Trust Account | (218,388,000) | |
Net cash used in investing activities | (218,388,000) | |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |
Proceeds from note payable to related parties | 105,031 | 245,000 |
Repayment of note payable to related party | (105,031) | |
Proceeds received from sale of units in initial public offering and over-allotment, gross | 218,388,000 | |
Proceeds received from private placement | 6,367,760 | |
Offering costs paid | (5,004,766) | |
Net cash provided for financing activities | 219,775,994 | 245,000 |
Net change in cash | 403,875 | (387,454) |
Cash - beginning of the period | 403,875 | |
Cash - end of the period | 403,875 | $ 16,421 |
Supplemental disclosure of non-cash financing activities: | ||
Offering costs included in accounts payable | 30,160 | |
Offering costs included in accrued expenses | 75,000 | |
Deferred underwriting commissions in connection with the initial public offering | 7,643,580 | |
Forfeiture of Class B Common Stock | $ 29 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations Pine Island Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on August 21, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from August 21, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective 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 does generate non-operating income in the form of interest income on investments held in trust account from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Pine Island Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective November 16, 2020. On November 19, 2020, the Company consummated its Initial Public Offering of 20,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.7 million, inclusive of $7.0 million in deferred underwriting commissions (Note 5). On November 20, 2020, the underwriters partially exercised the over-allotment option and on November 24, 2020, purchased an additional 1,838,800 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $18.4 million, incurring additional offering costs of approximately $1.0 million in underwriting fees (inclusive of approximately $644,000 in deferred underwriting fees) (the “Over-Allotment”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 4,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million (Note 4). Simultaneously with the closing of the Over-Allotment on November 24, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 245,173 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $368,000. Upon the closing of the Initial Public Offering and the Private Placement on November 19, 2020, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having 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, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as described below. Upon the closing of the Over-Allotment on November 24, 2020, an additional amount of approximately $18.4 million was deposited to the Trust Account, for a total of approximately $218.4 million. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Stockholders”) of its Public Shares with the opportunity to redeem all or a portion of their Public Shares 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 Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares have been recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or November 19, 2022 (the “Combination Period”), and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. 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 only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of December 31, 2021, the Company had approximately $16,000 in its operating bank account and a working capital deficit of approximately $502,000 . The Company’s liquidity needs were satisfied through a capital contribution of $25,000 from the Sponsor to purchase the Founder Shares (as defined in Note 4), the loan under the Note from the Sponsor of approximately $105,000 (see Note 4) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on November 19, 2020. On September 10, 2021, the Company drew down $50,000 under the Note and as of December 31, 2021 we had drawn an additional $195,000 under the Note. As of December 31, 2021, the Company had $245,000. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and initial stockholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 4). As of December 31, 2021 and 2020, there were no amounts outstanding under any Working Capital Loans. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 19, 2022. These accompanying financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2022, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. 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 Deposit Insurance Corporation coverage limit of $250,000 . At December 31, 2021 and 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. 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. As of December 31, 2021 and 2020, there were no cash equivalents. Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. Treasury Bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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. U.S. 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 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant liabilities 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 re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company issued 7,279,600 common stock warrants to investors in its Initial Public Offering and Over-Allotment issuance(“Public Warrants”) and issued 4,245,173 Private Placement Warrants. 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 re-measurement 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 Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently have been measured based on the listed market price of such warrants at each measurement date. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the trust account. Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 21,838,800 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method views the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 11,524,773 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from August 21, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For The Period From August 21, For the Year Ended December 2020 (inception) through December 31, 2021 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 7,243,807 $ 1,810,952 $ (1,909,887) $ (1,365,261) Denominator: Basic and diluted weighted average common stock outstanding 21,838,800 5,459,700 6,991,537 4,997,823 Basic and diluted net income (loss) per common stock $ 0.33 $ 0.33 $ (0.27) $ (0.27) Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 or 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. 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 is subject to applicable income tax examinations since inception. Recent Adopted Accounting Standards In August 2020, the FASB issued Accounting Standard Update (ASU) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 - Initial Public Offering On November 19, 2020, the Company consummated its Initial Public Offering of 20,000,000 Units, at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.7 million, inclusive of approximately $7.0 million in deferred underwriting commissions. On November 20, 2020, the underwriters partially exercised the over-allotment option and on November 24, 2020, purchased 1,838,800 Over-Allotment Units, generating gross proceeds of approximately $18.4 million, incurring additional offering costs of approximately $1.0 million in underwriting fees (inclusive of approximately $644,000 in deferred underwriting fees). Each Unit consists of one share of Class A common stock, and one |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On August 24, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. In September 2020, the Sponsor transferred 30,000 Founder Shares to Michael E. Roemer and 50,000 Founder Shares to David Wajsgras. These 80,000 Founder Shares had not been subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. On each of November 13, 2020 on November 16, 2020, the Sponsor effected a surrender of 1,437,500 shares of Class B common stock to the Company for no consideration, resulting in a decrease in the total number of shares of Class B common stock outstanding from 8,625,000 to 5,750,000. All shares and associated amounts have been retroactively restated to reflect the share surrenders. The Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On November 24, 2020, the underwriters partially exercised the over-allotment option to purchase as additional 1,838,800 Units and forfeited the remaining option; thus, only 290,300 shares of Class B common stock remained subject to forfeiture. On November 24, 2020, the remaining 290,300 shares of Class B common stock were forfeited. The initial stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 4,000,000 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $6.0 million. Simultaneously with the closing of the Over-Allotment on November 24, 2020, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 245,173 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of approximately $368,000. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per common share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable (except as described below in Note 6 under “Warrants — Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”) so long as they are held by the initial purchasers or their permitted transferees. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Related Party Loans On August 24, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is non-interest bearing and was payable upon the completion of the Initial Public Offering. The Company had borrowed approximately $105,000 under the Note and fully repaid to the Sponsor on November 19, 2020. On September 10, 2021, the Company drew down $50,000 under the Note. Subsequently, the Company drew an additional $195,000 under the Note. As of December 31, 2021, the Company had $245,000 outstanding. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2021 and 2020, the Company had no borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5 - Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), are entitled to registration rights pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, payable and paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $7.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In connection with the consummation of the Over-Allotment on November 24, 2020, the underwriters were entitled to an additional fee of approximately $368,000 payable and paid upon closing, and approximately $644,000 in deferred underwriting commissions. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Warrant Liabilities. | |
Derivative Warrant Liabilities | Note 6 - As of December 31, 2021, the Company had 7,279,600 and 4,245,173 Public Warrants and Private Placement Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 60 The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company (except as described below in “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”), (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Company’s initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they are entitled to registration rights. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 : ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last reported sale price of Class A common stock for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 : ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and ● if, and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the Private Placement Warrants are concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Class A common stock shall mean the volume weighted average price of Class A common stock during the ten In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Class A Common Stock Subject to
Class A Common Stock Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2021 | |
Class A Common Stock Subject to Possible Redemption | |
Class A Common Stock Subject to Possible Redemption | Note 7 - Class A Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holder of the Company’s Class A common stock are entitled to one vote for each share. As of December 31, 2021 and 2020, there were 21,838,800 shares of Class A common stock outstanding, all of which were subject to redemption. The Class A common stock subject to possible redemption reflected on the balance sheet is reconciled in the following table: Gross proceeds from Initial Public Offering $ 218,388,000 Less: Fair value of Public Warrants at issuance (12,520,912) Offering costs allocated to Class A common stock subject to possible redemption (11,999,836) Plus: Accretion on Class A common stock subject to possible redemption amount 24,520,748 Class A common stock subject to possible redemption $ 218,388,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity (Deficit) | |
Stockholders' Equity (Deficit) | Note 8 - Stockholders’ Deficit Class A Common Stock — Class B Common Stock Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Other than with regard to the Company’s directors prior to the initial Business Combination, holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, including any vote in connection with the initial Business Combination, except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering, plus (ii) all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares of Class A common stock or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. Preferred Stock — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 - Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020 by level within the fair value hierarchy: Fair value Measured as of December 31, 2021 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 218,445,578 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 6,624,440 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 3,863,110 Fair value Measured as of December 31, 2020 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account $ 218,401,527 $ — $ — Liabilities: Derivative warrant liabilities - Public and Private Placement Warrants $ — $ — $ 21,175,240 (1) Excludes $353 and $1,033 of cash held in the Trust Account as of December 31, 2021 and 2020, respectively. Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement in January 2021, when the Public Warrants were separately listed and traded. The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its Class A common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s Class A common stock 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 assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: As of December 31, 2021 As of December 31, 2020 Volatility 15.0 % 30.0 % Stock price $ 9.86 $ 9.70 Time to M&A 5.83 6 Risk-free rate 1.3 % 0.5 % Dividend yield 0.0 % 0.0 % The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the year ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at December 31, 2020 $ 21,175,240 Transfer of Public Warrants to Level 1 (13,321,670) Change in fair value of derivative warrant liabilities (3,990,460) Derivative warrant liabilities at December 31, 2021 $ 3,863,110 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 10 – Income Taxes The Company’s taxable income primarily consists of gain on investments in the Trust Account. The Company’s general and administrative expenses are generally considered start-up costs and are not currently deductible. There was no income The income tax provision (benefit) consists of the following for the year ended December 31, 2021 and for the period from August 21, 2020 (inception) through December 31, 2020: December 31, 2021 December 31, 2020 Current Federal $ — $ — State — — Deferred Federal (342,916) (49,331) State (45,602) (8,277) Change in Valuation allowance 388,518 57,608 Income tax provision $ — $ — The Company’s net deferred tax assets for the year ended December 31, 2021 and for the period from August 21, 2020 (inception) through December 31, 2020: December 31, 2021 December 31, 2020 Deferred tax assets: Net operating loss carryover $ 51,528 $ 14,167 Start-up/Organization costs 394,598 43,441 Total deferred tax assets 446,125 57,608 Valuation allowance (446,125) (57,608) Deferred tax asset, net of allowance $ — $ — As of December 31, 2021 and 2020, the Company had approximately $215,000 and $58,000 U.S. federal and Florida net operating loss carryovers which can be carried forward indefinitely. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the year ended December 31, 2021 and for the period from August 21, 2020 (inception) through December 31, 2020: December 31, 2021 December 31, 2020 Statutory Federal income tax rate 21.0 % 21.0 % State tax rate, net of federal benefit 2.8 % 3.5 % Change in fair value of warrant liabilities and related financing costs (28.1) % (18.9) % Change in Valuation Allowance 4.3 % (5.6) % Income Taxes Benefit 0.00 % 0.00 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 11 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2022, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. |
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 Deposit Insurance Corporation coverage limit of $250,000 . At December 31, 2021 and 2020, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. |
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. As of December 31, 2021 and 2020, there were no cash equivalents. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. Treasury Bills, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income on investments held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value Measurements | 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. U.S. 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 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant liabilities | Derivative Warrant liabilities 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 re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company issued 7,279,600 common stock warrants to investors in its Initial Public Offering and Over-Allotment issuance(“Public Warrants”) and issued 4,245,173 Private Placement Warrants. 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 re-measurement 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 Placement Warrants were initially and subsequently measured at fair value using a Monte Carlo simulation model. The fair value of the Public Warrants issued in connection with the Public Offering were initially measured at fair value using a Monte Carlo simulation model, and subsequently have been measured based on the listed market price of such warrants at each measurement date. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Public Shares were charged to the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company will keep deferred underwriting commissions classified as a long-term liability due to the uncertain nature of the closing of the business combination and its encumbrance to the trust account. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock 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) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of Initial Public Offering, 21,838,800 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, respectively, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method views the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common stock is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering (including exercise of the over-allotment option) and the Private Placement to purchase an aggregate of 11,524,773 shares of Class A common stock in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2021 and for the period from August 21, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock: For The Period From August 21, For the Year Ended December 2020 (inception) through December 31, 2021 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 7,243,807 $ 1,810,952 $ (1,909,887) $ (1,365,261) Denominator: Basic and diluted weighted average common stock outstanding 21,838,800 5,459,700 6,991,537 4,997,823 Basic and diluted net income (loss) per common stock $ 0.33 $ 0.33 $ (0.27) $ (0.27) |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2021 or 2020. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2021 and 2020. 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 is subject to applicable income tax examinations since inception. |
Recent Adopted Accounting Standards | Recent Adopted Accounting Standards In August 2020, the FASB issued Accounting Standard Update (ASU) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the accompanying financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule of basic and diluted net income (loss) per ordinary share | For The Period From August 21, For the Year Ended December 2020 (inception) through December 31, 2021 31, 2020 Class A Class B Class A Class B Basic and diluted net income (loss) per common stock: Numerator: Allocation of net income (loss) $ 7,243,807 $ 1,810,952 $ (1,909,887) $ (1,365,261) Denominator: Basic and diluted weighted average common stock outstanding 21,838,800 5,459,700 6,991,537 4,997,823 Basic and diluted net income (loss) per common stock $ 0.33 $ 0.33 $ (0.27) $ (0.27) |
Class A Common Stock Subject _2
Class A Common Stock Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class A Common Stock Subject to Possible Redemption | |
Summary of reconciliation of class A common stock subject to possible redemption | Gross proceeds from Initial Public Offering $ 218,388,000 Less: Fair value of Public Warrants at issuance (12,520,912) Offering costs allocated to Class A common stock subject to possible redemption (11,999,836) Plus: Accretion on Class A common stock subject to possible redemption amount 24,520,748 Class A common stock subject to possible redemption $ 218,388,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of the Company's assets and liabilities that are measured at fair value on a recurring basis | The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 and 2020 by level within the fair value hierarchy: Fair value Measured as of December 31, 2021 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 218,445,578 $ — $ — Liabilities: Derivative warrant liabilities - Public Warrants $ 6,624,440 $ — $ — Derivative warrant liabilities - Private Placement Warrants $ — $ — $ 3,863,110 Fair value Measured as of December 31, 2020 Description Level 1 Level 2 Level 3 Assets: Investments held in Trust Account $ 218,401,527 $ — $ — Liabilities: Derivative warrant liabilities - Public and Private Placement Warrants $ — $ — $ 21,175,240 (1) Excludes $353 and $1,033 of cash held in the Trust Account as of December 31, 2021 and 2020, respectively. |
Schedule of quantitative information regarding Level 3 fair value measurements | As of December 31, 2021 As of December 31, 2020 Volatility 15.0 % 30.0 % Stock price $ 9.86 $ 9.70 Time to M&A 5.83 6 Risk-free rate 1.3 % 0.5 % Dividend yield 0.0 % 0.0 % |
Schedule of change in the fair value of the warrant liabilities | Derivative warrant liabilities at December 31, 2020 $ 21,175,240 Transfer of Public Warrants to Level 1 (13,321,670) Change in fair value of derivative warrant liabilities (3,990,460) Derivative warrant liabilities at December 31, 2021 $ 3,863,110 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of components of income tax provision | The income tax provision (benefit) consists of the following for the year ended December 31, 2021 and for the period from August 21, 2020 (inception) through December 31, 2020: December 31, 2021 December 31, 2020 Current Federal $ — $ — State — — Deferred Federal (342,916) (49,331) State (45,602) (8,277) Change in Valuation allowance 388,518 57,608 Income tax provision $ — $ — |
Schedule of Company's net deferred tax assets | The Company’s net deferred tax assets for the year ended December 31, 2021 and for the period from August 21, 2020 (inception) through December 31, 2020: December 31, 2021 December 31, 2020 Deferred tax assets: Net operating loss carryover $ 51,528 $ 14,167 Start-up/Organization costs 394,598 43,441 Total deferred tax assets 446,125 57,608 Valuation allowance (446,125) (57,608) Deferred tax asset, net of allowance $ — $ — |
Schedule of reconciliation of the statutory federal income tax rate to the Company's effective tax rate | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the year ended December 31, 2021 and for the period from August 21, 2020 (inception) through December 31, 2020: December 31, 2021 December 31, 2020 Statutory Federal income tax rate 21.0 % 21.0 % State tax rate, net of federal benefit 2.8 % 3.5 % Change in fair value of warrant liabilities and related financing costs (28.1) % (18.9) % Change in Valuation Allowance 4.3 % (5.6) % Income Taxes Benefit 0.00 % 0.00 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Sep. 10, 2021 | Nov. 24, 2020 | Nov. 19, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2020 | Aug. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Offering cost | $ 5,004,766 | ||||||
Net proceeds placed in trust account | $ 218,400,000 | ||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100.00% | ||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||||||
Percentage of aggregate fair market value of assets | 80.00% | ||||||
Ownership interest to be acquired on post-transaction company | 50.00% | ||||||
Per share value of residual assets in trust account | $ 10 | ||||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | ||||||
Maturity term of U.S. government securities | 185 days | ||||||
Threshold Business Days For Redemption Of Public Shares | 10 days | ||||||
Threshold percentage of Public Shares subject to redemption without the Company's prior written consent | 15.00% | ||||||
Operating bank account | $ 16,000 | ||||||
Working capital deficit | 502,000 | ||||||
Proceeds from related party loan | 105,031 | 245,000 | |||||
Amount drawn from notes | $ 50,000 | 195,000 | |||||
Note payable | 245,000 | ||||||
Loans From Working Capital | $ 0 | 0 | $ 0 | $ 0 | |||
Sponsor | Founder | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from related party loan | 25,000 | ||||||
Contribution from sponsor | $ 105,000 | ||||||
IPO | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Securities granted | 20,000,000 | ||||||
Share price | $ 10 | $ 10 | |||||
Gross proceeds | $ 200,000,000 | ||||||
Offering cost | 11,700,000 | ||||||
Deferred underwriting commissions | 7,000,000 | ||||||
Net proceeds placed in trust account | $ 200,000,000 | ||||||
IPO | Class A common stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Securities granted | 20,000,000 | ||||||
Share price | $ 10 | ||||||
Gross proceeds | $ 200,000,000 | ||||||
Offering cost | 11,700,000 | ||||||
Deferred underwriting commissions | 7,000,000 | ||||||
Over-allotment | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Net proceeds placed in trust account | $ 18,400,000 | ||||||
Over-allotment | Class B common stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Securities granted | 1,838,800 | ||||||
Gross proceeds | $ 18,400,000 | ||||||
Offering cost | 1,000,000 | ||||||
Deferred underwriting commissions | $ 644,000 | ||||||
Private Placement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Gross proceeds | $ 6,000,000 | ||||||
Warrants to purchase shares of common stock (in shares) | 245,173 | 4,000,000 | 4,000,000 | ||||
Proceeds from issuance of warrants | $ 368,000 | $ 6,000,000 | |||||
Price of warrants (in dollars per share) | $ 1.50 | ||||||
Private Placement | Sponsor | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Warrants to purchase shares of common stock (in shares) | 245,173 | ||||||
Proceeds from issuance of warrants | $ 368,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Subsidiary, Sale of Stock [Line Items] | |
Concentrations of Credit Risk Consist Of Cash Accounts | $ | $ 250,000 |
Unrecognized tax benefits | $ | 0 |
Unrecognized tax benefits accrued for interest and penalties | $ | $ 0 |
Class A common stock | |
Subsidiary, Sale of Stock [Line Items] | |
Share subject to possible redemption (in shares) | shares | 21,838,800 |
Purchase of aggregate shares | shares | 11,524,773 |
Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Warrants Outstanding | shares | 4,245,173 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Net Income (Loss) Per Share of Common Stock (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A common stock | ||
Numerator: | ||
Allocation of net income (loss) | $ (1,909,887) | $ 7,243,807 |
Denominator: | ||
Weighted average shares outstanding, basic | 6,991,537 | 21,838,800 |
Weighted average shares outstanding, diluted | 6,991,537 | 21,838,800 |
Net income (loss) per share, basic | $ (0.27) | $ 0.33 |
Net income (loss) per share, diluted | $ (0.27) | $ 0.33 |
Class B common stock | ||
Numerator: | ||
Allocation of net income (loss) | $ (1,365,261) | $ 1,810,952 |
Denominator: | ||
Weighted average shares outstanding, basic | 4,997,823 | 5,459,700 |
Weighted average shares outstanding, diluted | 4,997,823 | 5,459,700 |
Net income (loss) per share, basic | $ (0.27) | $ 0.33 |
Net income (loss) per share, diluted | $ (0.27) | $ 0.33 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 24, 2020 | Nov. 19, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||||
Offering cost | $ 5,004,766 | |||
Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Exercise price of warrants (in dollars per share) | 10 | |||
Class B common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | 0.0001 | ||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 20,000,000 | |||
Share price | $ 10 | $ 10 | ||
Gross proceeds | $ 200,000,000 | |||
Offering cost | 11,700,000 | |||
Deferred underwriting commissions | $ 7,000,000 | |||
IPO | Class A common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 20,000,000 | |||
Share price | $ 10 | |||
Gross proceeds | $ 200,000,000 | |||
Offering cost | 11,700,000 | |||
Deferred underwriting commissions | $ 7,000,000 | |||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 0.33333 | |||
Number of shares issuable per warrant (in shares) | 1 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | |||
Over-allotment | Class B common stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 1,838,800 | |||
Gross proceeds | $ 18,400,000 | |||
Offering cost | 1,000,000 | |||
Deferred underwriting commissions | $ 644,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Nov. 24, 2020 | Nov. 16, 2020 | Nov. 13, 2020 | Aug. 24, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Aug. 31, 2020 |
Related Party Transaction [Line Items] | ||||||||
Aggregate purchase price | $ 25,000 | |||||||
Shares not subject to forfeiture | 80,000 | |||||||
Founder | ||||||||
Related Party Transaction [Line Items] | ||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 150 days | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 20 days | |||||||
Maximum | Founder | ||||||||
Related Party Transaction [Line Items] | ||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 30 days | |||||||
Private Placement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |||||||
Class B common stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Consideration for shares surrender | $ 0 | $ 0 | ||||||
Common stock outstanding | 290,300 | 5,750,000 | 8,625,000 | 5,459,700 | 5,459,700 | 5,459,700 | 5,459,700 | |
Shares, Outstanding | 290,300 | |||||||
Class B common stock | Founder | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares not subject to forfeiture | 750,000 | |||||||
Percentage of issued and outstanding shares held by initial stockholders | 20.00% | |||||||
Class B common stock | Over-allotment | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued (in shares) | 1,838,800 | |||||||
An affiliate of Sponsor | Class B common stock | Founder | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued (in shares) | 8,625,000 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Aggregate purchase price | $ 25,000 | |||||||
Sponsor | Class B common stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares surrender | 1,437,500 | 1,437,500 | ||||||
Michael E. Roemer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares transferred (in shares) | 30,000 | |||||||
David Wajsgras | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares transferred (in shares) | 50,000 |
Related Party Transactions - Pr
Related Party Transactions - Private placement warrants (Details) - USD ($) | Nov. 24, 2020 | Nov. 19, 2020 | Dec. 31, 2021 |
Class A common stock | |||
Related Party Transaction [Line Items] | |||
Exercise price of warrants (in dollars per share) | $ 10 | ||
Private Placement | |||
Related Party Transaction [Line Items] | |||
Warrants to purchase shares of common stock (in shares) | 245,173 | 4,000,000 | 4,000,000 |
Price of warrants (in dollars per share) | $ 1.50 | ||
Proceeds from issuance of warrants | $ 368,000 | $ 6,000,000 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||
Proceeds from Issuance or Sale of Equity | $ 6,000,000 | ||
Private Placement | Sponsor | |||
Related Party Transaction [Line Items] | |||
Warrants to purchase shares of common stock (in shares) | 245,173 | ||
Proceeds from issuance of warrants | $ 368,000 | ||
Private Placement | Class A common stock | |||
Related Party Transaction [Line Items] | |||
Number of shares issuable per warrant (in shares) | 1 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 |
Related Party Transactions - Re
Related Party Transactions - Related party loans, Working capital loans, Administrative services and director compensation (Details) - USD ($) | Sep. 10, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 19, 2020 | Sep. 30, 2020 | Aug. 31, 2020 | Aug. 24, 2020 |
Related Party Transaction [Line Items] | |||||||
Amount drawn from notes | $ 50,000 | $ 195,000 | |||||
Note payable | 245,000 | ||||||
Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 105,000 | ||||||
Sponsor | Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||
Working Capital Loans | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum loans convertible into warrants | $ 1,500,000 | ||||||
Price of warrants (in dollars per share) | $ 1.50 | ||||||
Outstanding balance of related party note | $ 0 | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Nov. 24, 2020 | Dec. 31, 2021 |
Commitments and Contingencies. | ||
Cash underwriting discount per unit | $ 0.20 | |
Payment of underwriter discount | $ 4,000,000 | |
Deferred fee per unit | $ 0.35 | |
Deferred underwriting fee payable | $ 368,000 | $ 7,000,000 |
Underwriting Fee Payable | $ 644,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Warrant Liabilities | |
Public Warrants exercisable term after the completion of a business combination | 5 years |
Minimum threshold written notice period for redemption | 30 days |
Derivative Warrant Liabilitie_2
Derivative Warrant Liabilities (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants exercisable term after the completion of a business combination | 5 years |
Warrants exercisable term from the closing of the public offering | 12 months |
Threshold maximum period for filing registration statement after business combination | 15 days |
Threshold maximum period for registration statement to become effective after business combination | 60 days |
Minimum threshold written notice period for redemption | 30 days |
Maximum redemption feature per warrant | shares | 0.361 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | shares | 7,279,600 |
Threshold maximum period for filing registration statement after business combination | 20 days |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | shares | 4,245,173 |
Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Newly Issued Price (in dollars per share) | $ 18 |
Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | Public Warrants | |
Class of Warrant or Right [Line Items] | |
Redemption price per warrant (in dollars per share) | 0.01 |
Newly Issued Price (in dollars per share) | $ 18 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% |
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 |
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | Public Warrants | |
Class of Warrant or Right [Line Items] | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180.00% |
Class A common stock | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in dollars per share) | $ 10 |
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent) | 60.00% |
Threshold trading days for calculating Market Value | 10 days |
Class A common stock | Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Exercise price of warrants (in dollars per share) | $ 11.50 |
Threshold trading days for redemption of warrants | 30 days |
Class A common stock | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | |
Class of Warrant or Right [Line Items] | |
Threshold maximum period for filing registration statement after business combination | 20 days |
Minimum threshold written notice period for redemption | 30 days |
Newly Issued Price (in dollars per share) | $ 18 |
Class A common stock | Redemption of Warrants when price per share of Class A common stock equals or exceeds $18.00 | Public Warrants | |
Class of Warrant or Right [Line Items] | |
Threshold maximum period for registration statement to become effective after business combination | 30 days |
Redemption price per warrant (in dollars per share) | $ 18 |
Class A common stock | Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | |
Class of Warrant or Right [Line Items] | |
Redemption price per warrant (in dollars per share) | $ 0.10 |
Minimum threshold written notice period for redemption | 30 days |
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 |
Newly Issued Price (in dollars per share) | 10 |
Maximum | Class A common stock | |
Class of Warrant or Right [Line Items] | |
Newly Issued Price (in dollars per share) | $ 9.20 |
Class A Common Stock Subject _3
Class A Common Stock Subject to Possible Redemption (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 |
Class A common stock | ||||
Temporary Equity [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Number of votes per share | $ 1 | |||
Share subject to possible redemption (in shares) | 21,838,800 | |||
Class A common stock subject to possible redemption | ||||
Temporary Equity [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | |||
Share subject to possible redemption (in shares) | 21,838,800 | 21,838,800 | 21,838,800 | 21,838,800 |
Class A Common Stock Subject _4
Class A Common Stock Subject to Possible Redemption - Condensed Balance Sheet (Details) - Class A common stock subject to possible redemption - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | ||
Gross proceeds from Initial Public Offering | $ 218,388,000 | |
Fair value of Public Warrants at issuance | (12,520,912) | |
Offering costs allocated to Class A common stock subject to possible redemption | (11,999,836) | |
Accretion on Class A common stock subject to possible redemption amount | 24,520,748 | |
Class A common stock subject to possible redemption | $ 218,388,000 | $ 218,388,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Common Stock (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 24, 2020 | Nov. 16, 2020 | Nov. 13, 2020 | Sep. 30, 2020 | Aug. 31, 2020 |
Class A common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, number of votes per share | $ 1 | ||||||
Common stock, shares issued | 21,838,800 | 21,838,800 | 21,838,800 | 21,838,800 | |||
Common stock, shares outstanding | 21,838,800 | 21,838,800 | 21,838,800 | 21,838,800 | |||
Temporary Equity, Shares Outstanding | 21,838,800 | ||||||
Class B common stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||
Common stock, number of votes per share | $ 1 | ||||||
Common stock, shares issued | 5,459,700 | 5,459,700 | 5,459,700 | 5,459,700 | |||
Common stock, shares outstanding | 5,459,700 | 5,459,700 | 290,300 | 5,750,000 | 8,625,000 | 5,459,700 | 5,459,700 |
Class B common stock | Over-allotment | |||||||
Class of Stock [Line Items] | |||||||
Aggregated shares issued upon converted basis (in percent) | 20.00% |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Preferred Stock (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Aug. 31, 2020 |
Stockholders' Equity (Deficit) | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value on recurring basis (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Investments held in Trust Account | $ 218,445,931 | $ 218,402,560 |
Liabilities: | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | 10,487,550 | 21,175,240 |
U.S. Treasury Securities | Level 1 | Recurring | ||
Assets: | ||
Investments held in Trust Account | 218,445,578 | 218,401,527 |
U.S. Treasury Securities | Level 2 | Recurring | ||
Assets: | ||
Investments held in Trust Account | 0 | |
U.S. Treasury Securities | Level 3 | Recurring | ||
Assets: | ||
Investments held in Trust Account | 0 | |
Derivative warrant liabilities | Level 2 | Recurring | ||
Liabilities: | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | 0 | |
Derivative warrant liabilities | Level 3 | Recurring | ||
Liabilities: | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | $ 21,175,240 | |
Derivative warrant liabilities | Public Warrants | Level 1 | Recurring | ||
Liabilities: | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | 6,624,440 | |
Derivative warrant liabilities | Private Warrants | Level 3 | Recurring | ||
Liabilities: | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | $ 3,863,110 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 | U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash held in the Trust Account | $ 353 | $ 1,033 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 fair value measurement inputs (Details) - Level 3 | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 15 | 30 |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 9.86 | 9.70 |
Time to M&A | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 6 | |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 1.3 | 0.5 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
Fair Value Measurements - Publi
Fair Value Measurements - Public Warrants (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Derivative warrant liabilities | $ 21,175,240 | |
Change in fair value of derivative warrant liabilities | $ (1,352,630) | 10,687,690 |
Derivative warrant liabilities | $ 21,175,240 | 10,487,550 |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value of derivative warrant liabilities | $ 3,990,460 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of derivative warrant liabilities | $ 1,352,630 | $ (10,687,690) |
Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative warrant liabilities at December 31, 2020 | 21,175,240 | |
Transfer of Public Warrants to Level 1 | (13,321,670) | |
Change in fair value of derivative warrant liabilities | (3,990,460) | |
Derivative warrant liabilities at December 31, 2021 | $ 21,175,240 | $ 3,863,110 |
Income Taxes - Income tax provi
Income Taxes - Income tax provision (benefit) (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Deferred | ||
Federal | (49,331) | (342,916) |
State | (8,277) | (45,602) |
Change in Valuation allowance | 57,608 | 388,518 |
Income tax provision | $ 0 | $ 0 |
Income Taxes - Net deferred tax
Income Taxes - Net deferred tax assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes | ||
Net operating loss carryforwards | $ 51,528 | $ 14,167 |
Start-up/Organization costs | 394,598 | 43,441 |
Total deferred tax assets | 446,125 | 57,608 |
Valuation allowance | (446,125) | (57,608) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate Reconciliation (Details) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Taxes | ||
Statutory Federal income tax rate | 21.00% | 21.00% |
State tax rate, net of federal benefit | 3.50% | 2.80% |
Change in fair value of warrant liabilities and related financing costs | (18.90%) | (28.10%) |
Change in Valuation Allowance | (5.60%) | 4.30% |
Income Taxes | 0.00% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Income Taxes | ||
Income tax expense | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | |
Accrued amount for payment of interest and penalties | 0 | |
Net operating loss carryforwards | $ 58,000 | $ 215,000 |